Common use of Joint Patents Clause in Contracts

Joint Patents. In the event an invention or discovery is made relating to a Collaboration Compound being Developed or Commercialized under this Agreement the Parties shall inform the JPS and provide a description of data and information with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined the invention is a Joint Invention relating to a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed shall be responsible, using patent counsel selected by OncoMed, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent, or (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from the other Party in good faith, with respect to the preparation, filing, prosecution and maintenance of such Joint Patent. The Prosecuting Party shall provide to such other Party copies of any papers relating to the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patents.

Joint Patents. In Decisions regarding the Prosecution and Maintenance of Joint Patents shall be made jointly by Pfenex and Hospira through the oversight of the Executive Steering Committee. Upon the identification of a Joint Invention, the Executive Steering Committee shall (i) promptly discuss such Joint Invention and, in the event an invention or discovery Hospira and Pfenex reasonably believe that such Joint Invention is made relating patentable, select a mutually acceptable law firm to conduct a Collaboration Compound being Developed or Commercialized under this Agreement patentability assessment for the Parties shall inform purpose of determining whether the JPS Joint Invention is patentable, (ii) promptly review the patentability assessment and provide discuss the desirability of filing a description of data and information Joint Patent, (iii) make the final decision with respect to any such Collaboration Compound necessary filings, including the jurisdictions in which such filings are to be made, as soon as practicable, and (iv) designate the Party (for determining whether purposes of this Section 6.3(c), the “Controlling Party”) to file a patent application with respect to be responsible for the Prosecution and Maintenance of such discovery or invention relating to such Collaboration CompoundJoint Patents. The JPS shall determine inventorship. If it is determined the invention is a Joint Invention relating to a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed Controlling Party shall be responsible, using patent counsel selected by OncoMedthe Executive Steering Committee, for to implement the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions decisions of the Executive Steering Committee regarding the Prosecution and reexaminations) and maintenance Maintenance of such Joint Patent, or (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3Patents. The Prosecuting Controlling Party shall reasonably consult with provide the other PartyParty an opportunity to review and comment upon the text of the applications within the Joint Patents at least ten (10) Business Days before filing with any patent office. The Controlling Party shall provide the other Party with a copy of each patent application within the Joint Patents as filed, together with notice of its filing date and serial number. The Controlling Party shall keep the other Party advised of the status of all communications, actual and prospective filings or submissions regarding Joint Patents, and shall consider any comments from provide the other Party an opportunity to review and comment on any such communications, filing and submissions proposed to be sent to any patent office. The Controlling Party shall also notify the Executive Steering Committee of the grant of any Joint Patents. The Controlling Party shall not cease the Prosecution and Maintenance, or modify the claims, of any Joint Patents in good faithany country, unless approved by the other Party (which approval shall not be unreasonably withheld). All Third Party costs incurred by the Controlling Party for the Prosecution and Maintenance of Joint Patents hereunder shall be shared equally by the Parties. Accordingly, the other Party shall pay to the Controlling Party its share [***] of any such [***] 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 preparation, filing, prosecution omitted portions. Third Party costs not disputed in good faith within thirty (30) days of receipt of an invoice therefor and maintenance any disputed amount shall by paid within fifteen (15) days after the resolution of such Joint Patentdispute pursuant to Sections 10.6 and 13.4. The Prosecuting Controlling Party shall provide to such the other Party copies of with any papers relating to the filing, prosecution or maintenance of reasonable documentation in connection with any such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patentsinvoice.

Joint Patents. In the event an invention or discovery is made relating Subject to a Collaboration Compound being Developed or Commercialized under this Agreement the Parties shall inform the JPS Section 9.4.1(a) (Product-Specific Patents and provide a description of data Genzyme Program Patents) and information Section 9.4.1(b) (Licensed Product Patents), with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined any Joint Patent (other than Product-Specific Patents and Licensed Product Patents), the invention is a Joint Invention relating to a Collaboration Compound that was invented JPC will designate one Party (athe “Responsible Party”) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed shall be responsible, using patent counsel selected by OncoMed, who will have primary responsibility for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of any such Joint Patent, or Patent in the Territory (b) after GSKin both Genzyme’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsibleand Isis’ name), using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed JPC or GSK, as applicableotherwise agreed by the Parties. If the JPC has disbanded, the “Prosecuting Parties will mutually agree on a Responsible Party”). Any dispute with respect to such inventorship determination by Each Party will assist the JPS shall be resolved in accordance with Section 2.4.3. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from the other Responsible Party in good faith, with respect to the preparation, filing, prosecution and maintenance of such Joint PatentPatents. The Prosecuting Responsible Party shall provide to such will consult with and keep the other Party copies (through the JPC if possible) informed of any papers important issues relating to the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of the Joint Patents (other than Product-Specific Patents or Licensed Product Patents) and will furnish the other Party (through the JPC if possible) with copies of documents relevant to such preparation, filing, prosecution or maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by the other Party and, to the extent possible in the reasonable exercise of its discretion, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the Responsible Party will incorporate all such comments. If the Responsible Party decides to discontinue the preparation, filing, prosecution or maintenance of a Joint Patent (other than a Product-Specific Patent or Licensed Product Patent), the Responsible Party will notify the other Party at least sixty (60) days prior to any deadline that, if missed, would materially prejudice the Joint Patent, and the other Party will have the right to prepare, file, prosecute and maintain such Patent. The Parties will share equally the reasonable costs and expenses of the preparation, filing, prosecution and maintenance of such Joint Patents (other than Product-Specific Patents and Licensed Product Patents), and such costs and expenses will be considered Program Costs. Neither Party will make any statements or omissions or take any other action during prosecution or enforcement of any Joint Patent (other than Product-Specific Patents and Licensed Product Patents) which admits or concedes that any of the Licensed Patents (or any Product-Specific Patent) is invalid or unenforceable, which adversely affects or limits the scope of any claims in any such Patent, or which adversely affects the other Party’s rights under this Agreement in any way, without the prior written consent of the other Party. For clarity, this Section 9.4.1(d) does not apply to Joint Patents that are Product-Specific Patents or Licensed Product Patents, which are governed by Section 9.1 (Product-Specific Patents) and Section 9.4.1(a) and Section 9.4.1(b) above, but does apply to Joint Patents that are Isis Core Technology Patents or Isis Manufacturing and Analytical Patents.

Joint Patents. In Unless the Parties otherwise mutually agree in writing, Cubist shall have the first right to file, prosecute and maintain in the Territory and outside the Territory, upon appropriate consultation with Chiron, all patent applications and patents that claim any Joint Inventions (any such patent application and any patents issuing therefrom a “Joint Patent”), provided however, in the event an invention that Cubist elects not to file any patent application in the Territory or discovery is made relating to a Collaboration Compound being Developed or Commercialized under this Agreement outside the Parties shall inform the JPS and provide a description of data and information Territory with respect to any Joint Invention, Chiron shall have such Collaboration Compound necessary for determining whether right and upon exercise of such right, Chiron shall have the right to file a patent application prosecute and maintain in the Territory and outside the Territory, upon appropriate consultation with respect Cubist, the Joint Patents to which such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined the invention is a Joint Invention relating relates. In each case, the filing Party (A) shall give the non-filing Party a reasonable opportunity to a Collaboration Compound that was invented (a) prior to GSK’s exercise review the text of a GSK Program Option for such Collaboration Compound, then OncoMed shall be responsible, using patent counsel selected by OncoMed, for the preparation, application or submission before filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminationsB) and maintenance of such Joint Patent, or (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3. The Prosecuting Party shall reasonably consult with the other Partynon-filing Party with respect thereto, (C) shall, prior to filing any application or submission, incorporate any reasonable comments that the non-filing Party shall make on a timely basis to such application or submission and (D) shall consider any comments from supply the non-filing Party with a copy of the application or submission as filed, together with notice of its filing date and serial number and all substantive prosecution. Each Party shall keep the other Party advised of the status of the actual and prospective patent filings described above in good faiththis Section 8.2(c) and, with respect upon the request of the other, provide advance copies of any papers related to the preparation, filing, prosecution and maintenance of such patent filings. Cubist shall promptly give notice to Chiron of the grant, lapse, revocation, surrender, invalidation or abandonment in the Territory or outside the Territory of any Joint PatentPatent being prosecuted by Cubist. The Prosecuting Chiron shall promptly give notice to Cubist of the grant, lapse, revocation, surrender, invalidation or abandonment in the Territory or outside the Territory of any Joint Patent being prosecuted by Chiron. With respect to all filings hereunder, the filing Party shall provide to such other Party copies be responsible for payment of any papers relating to the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to such filings (subject to partial reimbursement to the preparationextent provided in the next sentence). Where the filing Party is Chiron, filing, it shall be entitled to reimbursement from Cubist for [*] of the expenses and costs incurred by the filing Party in connection with the prosecution and maintenance of any Joint Patents. Except to the extent either Party is restricted by the licenses granted to the other Party, and covenants contained herein, and to the extent permitted by law, each Party shall be entitled to practice and sublicense Joint Patents and Joint Know-How without restriction or an obligation to account to the other Party. Either Party may disclaim its interest in any particular Patent covering a Joint Invention, in which case (X) the disclaiming Party shall assign its ownership interest in such Patent to the other Party for no additional consideration, (Y) the Party which is then the sole owner shall be solely responsible for all future costs of such Patent, and (Z) the disclaiming Party shall hold no further rights thereunder.

Joint Patents. In the event an invention or discovery is made relating to a Collaboration Compound being Developed or Commercialized under this Agreement the The Parties shall inform establish the JPS patent strategy for the prosecution and provide a description maintenance of data any Joint Patents, and information with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined the invention is a Joint determine, on an Invention-by-Invention relating to a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compoundbasis, then OncoMed which Party shall be responsible, using patent counsel selected by OncoMed, responsible for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent, or Patents (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicableParty, the “Prosecuting Party”). Any dispute In determining the Prosecuting Party, the Parties shall take into account each Party’s intellectual property or Patent position with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3relevant Invention. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from keep the other Party in good faith, reasonably informed of progress with respect regard to the preparation, filing, its prosecution and maintenance of any Patents described in this Section 0, including by providing such other Party with drafts of all proposed substantive filings and correspondence to any relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings and correspondence. The Prosecuting Party shall consider in good faith the other Party’s comments related to such Patents prior to submitting such filings and correspondence, provided that the other Party provides such comments to the Prosecuting Party within [***] days (or a shorter period reasonably designated by the Prosecuting Party if [***] days is not practicable given the filing deadline) of receiving the draft filings and correspondence from the Prosecuting Party. If the Prosecuting Party seeks to abandon or cease the prosecution or maintenance of any Patent described in this Section 0 (without initiation of the prosecution and maintenance of a substitution therefor), then the Prosecuting Party shall provide reasonable prior written notice to the other Party of such intention to abandon or cease such prosecution or maintenance (which notice shall be given no later than [***] days prior to the next deadline for any action that must be taken with respect to any such Joint Patent with the patent office). In such case, at the other Party’s sole discretion, upon written notice to the Prosecuting Party, such other Party may elect to continue the prosecution and maintenance of any such Patent described in this Section 0, and will thereafter be the Prosecuting Party with respect to such Joint Patent. The Prosecuting Parties shall mutually agree on the percentage of expenses that each Party shall provide bear with respect to such other Party copies the prosecution of Joint Patents (which in the absence of any papers relating to other agreement between the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to Parties shall be borne by the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scopeParty), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patents.

Joint Patents. In Takeda and Amylin shall discuss and evaluate Joint Inventions and confer with each other regarding the event an invention or discovery is made relating to a Collaboration Compound being Developed or Commercialized under this Agreement the Parties shall inform the JPS and provide a description advisability of data and information with respect to such Collaboration Compound necessary for determining whether to file filing patent applications covering Joint Inventions and, if either Party requests that a patent application be filed covering a *** Confidential Treatment Requested ***Text Omitted and Filed Separately with respect the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 Joint Invention, the other Party shall not unreasonably withhold its consent to such discovery or invention relating to such Collaboration Compoundfiling. The JPS JOPC shall determine inventorship. If it is determined whether Amylin or Takeda shall have the invention is a Joint Invention relating first right to a Collaboration Compound that was invented control and manage (athe “Filing Party”) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed shall be responsible, using patent counsel selected by OncoMed, for the preparation, filing, prosecution and maintenance of all Joint Patents (including without limitation the right to conduct any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patentoppositions, or (b) after GSK’s exercise reexaminations thereon and to request any reissues or patent term extensions thereof), and an appropriate allocation of a GSK Program Option for such Collaboration Compound, then GSK shall be responsibleexpenses related thereto, using a mutually acceptable and independent patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3counsel. The Prosecuting Filing Party shall reasonably consult with the other Party, and shall consider any comments from keep the other Party in good faith, informed of progress with respect regard to the preparation, filing, prosecution and maintenance of such Joint Patents in the Territory in a timely manner through the JOPC, shall give the other Party an opportunity to review the text of any patent application within the Joint Patents before filing, and shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing, prosecuting and maintaining Joint Patents in the Territory. In the event that the Filing Party desires not to file or to abandon or cease prosecution or maintenance of any Joint Patent. The Prosecuting , the Filing Party shall provide reasonable prior written notice to the other Party of such intention not to file or to abandon or decline responsibility (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Joint Patent with the applicable patent office), and the Filing Party shall permit the other Party copies of any papers relating Party, at the other Party’s sole discretion, to the filing, file for or continue prosecution or and/or maintenance of such Joint Patent promptly upon their being filed or received. The at the other Party mayParty’s own expense, from time to time, identify in writing to the Prosecuting Party certain countries in which event the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Filing Party shall not knowingly take any action during prosecution assign all of its right, title and maintenance of interest in such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparationother Party and such Joint Patent shall thereafter be considered a Takeda Patent, filingor Amylin Patent, prosecution and maintenance of any Joint Patentsas the case may be.

Joint Patents. In the event an invention or discovery is made relating to a Collaboration Compound being Developed or Commercialized under this Agreement the The Parties shall inform establish the JPS patent strategy for the prosecution and provide a description maintenance of data any Joint Patents, and information with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined the invention is a Joint determine, on an Invention-by-Invention relating to a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compoundbasis, then OncoMed which Party shall be responsible, using patent counsel selected by OncoMed, responsible for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent, or Patents (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicableParty, the “Prosecuting Party”). Any dispute In determining the Prosecuting Party, the Parties shall take into account each Party’s intellectual property or Patent position with respect to such inventorship determination by the JPS relevant New Invention; provided, however, that if the Parties are unable to agree, Elanco shall be resolved in accordance with Section 2.4.3the Prosecuting Party. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from keep the other Party in good faith, reasonably informed of progress with respect regard to the preparation, filing, its prosecution and maintenance of any Patents described in this Section 9.2(b) (Joint Patents), including by providing such other Party with drafts of all proposed substantive filings and correspondence to any relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings and correspondence. The Prosecuting Party shall consider in good faith the other Party’s comments related to such Patents prior to submitting such filings and correspondence, provided that the other Party provides such comments to the Prosecuting Party within [***] days (or a shorter period reasonably designated by the Prosecuting Party if thirty [***] days is not practicable given the filing deadline) of receiving the draft filings and correspondence from the Prosecuting Party. If the Prosecuting Party seeks to abandon or cease the prosecution or maintenance of any Patent described in this Section 9.2(b) (Joint Patents) (without initiation of the prosecution and maintenance of a substitution therefor), then the Prosecuting Party shall provide reasonable prior written notice to the other Party of such intention to abandon or cease such prosecution or maintenance (which notice shall be given no later than [***] days prior to the final, non-extendable deadline for any action that must be taken with respect to any such Joint Patent with the patent office). In such case, at the other Party’s sole discretion, upon written notice to the Prosecuting Party, such other Party may elect to continue the prosecution and maintenance of any such Patent described in this Section 9.2(b) (Joint Patents), and will thereafter be the Prosecuting Party with respect to such Joint Patent. The Prosecuting Parties shall mutually agree on the percentage of expenses that each Party shall provide bear with respect to such other Party copies the prosecution of Joint Patents (which in the absence of any papers relating to other agreement between the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to Parties shall be borne by the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scopeParty), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patents.

Joint Patents. In As between the event Parties, Senti shall have the first right, but not the obligation, to bring and control any legal action in connection with the Infringement of any Senti Prosecuted Joint Patent, at its sole expense and discretion. As between the Parties, BlueRock shall have the first right, but not the obligation, to bring and control any legal action in connection with the Infringement of any BlueRock Prosecuted Joint Patent, at its sole expense and discretion. Promptly after a Party notifies the other Party of an invention or discovery is made relating Infringement of an Other Joint Patent, the JSC shall confer and discuss in good faith to a Collaboration Compound being Developed or Commercialized under this Agreement determine which of the Parties shall inform have the JPS first right, but not the obligation, to bring and provide control any legal action in connection with such Infringement of such Other Joint Patent, at its sole expense and discretion (the Party responsible for bringing any legal action in connection with the Infringement of a description of data and information with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery Senti Prosecuted Joint Patent, BlueRock Prosecuted Joint Patent or invention relating to such Collaboration CompoundOther Joint Patent (as applicable), the “Joint Patent Enforcing Party”). The JPS non-enforcing Party shall determine inventorshiphave the right to be represented in any such action by counsel of its choice. The Joint Patent Enforcing Party shall keep the non-enforcing Party reasonably informed as to the status of, and all material developments in, such action, and shall consider in good faith and incorporate such non-enforcing Party’s input regarding the strategy and handling of such enforcement activities, including [***]. In addition, the Joint Patent Enforcing Party shall provide the non-enforcing Party with drafts of all such pleadings and other material filings, and shall in good faith incorporate all reasonable comments to the same by the Joint Patent Enforcing Party before filing such papers. The non-enforcing Party shall provide the Joint Patent Enforcing Party reasonable assistance in such enforcement under this Section 6.3(d), at the Joint Patent Enforcing Party request and expense, including joining such action as a party plaintiff if required by Applicable Law to continue such action. If it is determined the invention is a Joint Invention relating Patent Enforcing Party fails to a Collaboration Compound that was invented (a) prior take any steps to GSK’s exercise of a GSK Program Option for such Collaboration Compoundaddress an Infringement within [***] after the date the JSC determines the Joint Patent Enforcing Party, then OncoMed the other Party may, upon written notice to the Joint Patent Enforcing Party, to bring and control any legal action in connection with such Infringement, at its sole cost and expense and by counsel of its own choice. The Party enforcing the applicable Joint Patent against such Infringement shall be responsiblenot enter into any settlement admitting the invalidity of, using patent counsel selected by OncoMedor otherwise impairing the non-enforcing Party’s rights in, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent, or (b) after GSK’s exercise without the prior written consent of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from the other Party in good faith, with respect to the preparation, filing, prosecution and maintenance of such Joint Patent. The Prosecuting Party shall provide to such other Party copies of any papers relating to the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting enforcing Party, such consent not to be unreasonably withheld, conditioned or delayed. Any recoveries obtained by either Party desires that in connection with the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to enforcement activities under this Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patents6.3(d) will be allocated as follows: [***].

Joint Patents. In the event an invention or discovery is made relating Subject to a Collaboration Compound being Developed or Commercialized under this Agreement Section 7.4(iii) and (a) unless otherwise agreed by the Parties shall inform the JPS Saxx xill prosecute and provide a description of data and information with respect to such Collaboration Compound necessary for determining whether to file a patent application with respect to such discovery or invention relating to such Collaboration Compound. The JPS shall determine inventorship. If it is determined the invention is maintain any Patent applications Covering a Joint Invention relating to (any such Patent application and any Patents issuing therefrom, a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed shall be responsible, using patent counsel selected by OncoMed, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such “Joint Patent, or ”) in the Licensed Territory and (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK Novan shall be responsible, using patent counsel selected by GSK, for have the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions first right to prosecute and reexaminations) and maintenance of such maintain the Joint Patent (OncoMed or GSK, as applicable, Patents outside the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3. The Prosecuting Party shall reasonably consult with the other Party, and shall consider any comments from the other Party in good faithLicensed Territory, with respect Saxx xaving a backup right to the preparation, filing, do so if Novan elects to cease such prosecution and maintenance of such Joint Patenton [***] prior written notice to Saxx. The Prosecuting Party Parties shall provide coordinate their efforts as appropriate to make such other Party copies of any papers relating to the filingprosecution activities as efficient, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party mayconvenient, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Partyharmonious as possible. The Parties shall share equally all reasonable costs expenses of filing, prosecuting and expenses related maintaining such Joint Patents in the Licensed Territory. [***] of filing, prosecuting and maintaining such Joint Patents outside the Licensed Territory. [***] of filing, prosecuting and maintaining the Joint Patents outside the Licensed Territory pursuant to this Section 7.4(iii), Saxx xereby grants Novan an exclusive, fully paid-up, royalty-free, non-transferable (except pursuant to Section 22.1) license, with the right to grant sublicenses through multiple tiers of sublicensees, under Saxx’x interest in the Joint Patents for all purposes outside of those within the scope of the rights granted to Novan under Section 2.3, subject to the preparationlast sentence of this Section 7.4(iii). The Party that prosecutes a Joint Patent (the “Prosecuting Party”) in the Licensed Territory shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the Licensed Territory, filingprovided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, prosecution if any. The Prosecuting Party for a Joint Patent in any jurisdiction shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and maintenance shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Notwithstanding anything to the contrary, the Prosecuting Party shall not take any action while prosecuting or maintaining the applicable Joint PatentsPatent that could reasonably be expected to have a materially detrimental effect on the other Party’s interest in such Joint Patent or any Novan Patent. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses. Notwithstanding the foregoing, if Novan grants a sublicense under the license granted to Novan pursuant to this Section 7.4(iii), then Section 2.3(vii) will apply.

Joint Patents. In Decisions regarding the Prosecution and Maintenance of Joint Patents shall be made jointly by Pfenex and Hospira through the oversight of the Executive Steering Committee. Upon the identification of a Joint Invention, the Executive Steering Committee shall (i) promptly discuss such Joint Invention and, in the event an invention or discovery Hospira and Pfenex reasonably believe that such Joint Invention is made relating patentable, select a mutually acceptable law firm to conduct a Collaboration Compound being Developed or Commercialized under this Agreement patentability assessment for the Parties shall inform purpose of determining whether the JPS Joint Invention is patentable, (ii) promptly review the patentability assessment and provide discuss the desirability of filing a description of data and information Joint Patent, (iii) make the final decision with respect to any such Collaboration Compound necessary filings, including the jurisdictions in which such filings are to be made, as soon as practicable, and (iv) designate the Party (for determining whether purposes of this Section 6.3(c), the “Controlling Party”) to file a patent application with respect to be responsible for the Prosecution and Maintenance of such discovery or invention relating to such Collaboration CompoundJoint Patents. The JPS shall determine inventorship. If it is determined the invention is a Joint Invention relating to a Collaboration Compound that was invented (a) prior to GSK’s exercise of a GSK Program Option for such Collaboration Compound, then OncoMed Controlling Party shall be responsible, using patent counsel selected by OncoMedthe Executive Steering Committee, for to implement the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions decisions of the Executive Steering Committee regarding the Prosecution and reexaminations) and maintenance Maintenance of such Joint Patent, or (b) after GSK’s exercise of a GSK Program Option for such Collaboration Compound, then GSK shall be responsible, using patent counsel selected by GSK, for the preparation, filing, prosecution (including without limitation any interferences, reissue proceedings, cancellations, oppositions and reexaminations) and maintenance of such Joint Patent (OncoMed or GSK, as applicable, the “Prosecuting Party”). Any dispute with respect to such inventorship determination by the JPS shall be resolved in accordance with Section 2.4.3Patents. The Prosecuting Controlling Party shall reasonably consult with provide the other PartyParty an opportunity to review and comment upon the text of the applications within the Joint Patents at least ten (10) Business Days before filing with any patent office. The Controlling Party shall provide the other Party with a copy of each patent application within the Joint Patents as filed, together with notice of its filing date and serial number. The Controlling Party shall keep the other Party advised of the status of all communications, actual and prospective filings or submissions regarding Joint Patents, and shall consider any comments from provide the other Party an opportunity to review and comment on any such communications, filing and submissions proposed to be sent to any patent office. The Controlling Party shall also notify the Executive Steering Committee of the grant of any Joint Patents. The Controlling Party shall not cease the Prosecution and Maintenance, or modify the claims, of any Joint Patents in good faithany country, unless approved by the other Party (which approval shall not be unreasonably withheld). All Third Party costs incurred by the Controlling Party for the Prosecution and Maintenance of Joint Patents hereunder shall be shared equally by the Parties. Accordingly, the other Party shall pay to the Controlling Party its share [***] of any such [***] 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 preparation, filing, prosecution and maintenance of such Joint Patent. The Prosecuting Party shall provide to such other Party copies of any papers relating to the filing, prosecution or maintenance of such Joint Patent promptly upon their being filed or received. The other Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patents and the Prosecuting Party shall, subject to Section 11.2.4, thereafter file, prosecute and maintain such Joint Patents in such country or countries. The Prosecuting Party shall not knowingly take any action during prosecution and maintenance of such Joint Patent that would materially adversely affect them (including any reduction in claim scope), without consultation with such other Party. The Parties shall share equally all reasonable costs and expenses related to the preparation, filing, prosecution and maintenance of any Joint Patentsomitted portions.