Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) Subject to Section 5.3(b), each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commercially

Patent Prosecution. (a) Subject to Section 5.3(b), each Each Party shall be solely responsible, at is expense, responsible for the preparation, filing prosecution and maintenance of all patents and patent applications Patent Rights owned or Controlled by such Party, subject to the following: (a) [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights. (bi) MedtronicAs between the Parties, AGTC shall, at its own expense, shall have the first right (but not the obligation) to prepare, file, prosecute and maintain any patents or all [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights, in all countries determined by AGTC, after consultation with LICENSEE. AGTC shall keep LICENSEE advised on the status of the prosecution of all patent applications in included within such Patent Rights and the Jointly Owned Intellectual Property (“Joint Patents”)maintenance of any issued patents included within such Patent Rights. Medtronic Further, AGTC shall consult and reasonably consult cooperate with CardioMEMS LICENSEE with respect to the preparation, prosecutionfiling, prosecution and maintenance of such Patent Rights, including: (i) allowing LICENSEE a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent applications office or Governmental Authority; and patents (ii) considering in good faith any reasonable comments offered by LICENSEE in any final filings submitted by AGTC to any relevant patent office or Governmental Authority, to the extent such comments are intended to prevent any detrimental effect on the prosecution and shall provide CardioMEMS sufficient opportunity maintenance of any Patent Rights owned or controlled by LICENSEE. (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunityii) to comment on any material document that Medtronic intends If AGTC elects not to file a patent application included in the Joint [***] Manufacturing Improvement Patent Rights or the LICENSEE [***] Manufacturing Improvement Patent Rights in any country or elects to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue cease the prosecution or maintenance of any Joint Patentsuch Patent Right in any country, it then AGTC shall notify CardioMEMS sufficiently provide LICENSEE with written notice immediately, but not less than thirty (30) days before any action is required, upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent. In the event AGTC has provided notice to LICENSEE as described in advance to the preceding sentence, AGTC shall permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS mayLICENSEE, in its LICENSEE’s sole discretion, take over to file or continue prosecution or maintenance of any such Patent Right in such country at LICENSEE’s expense, provided that [***], and provided, further, that, if LICENSEE has the right to file or continue prosecution or maintenance of such Patent Right, LICENSEE shall consult with AGTC with respect to the preparation, filing, prosecution and maintenance of such Joint Patent. Patent Rights, including: (a) allowing AGTC a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority, (b) reflecting any reasonable comments offered by AGTC in any final filings submitted by LICENSEE to any relevant patent office or Governmental Authority and (c) At not taking any position with respect to such Patent Right that would be reasonably likely to adversely affect the request scope, validity or enforceability of any of the Party performing other Patent Rights owned or Controlled by AGTC without the prosecution and/or maintenance prior written consent of any Joint Patent under this Section 5.3AGTC, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party which consent shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallynot be unreasonably withheld.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Subject Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 5.3(b8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, each Party prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such PartyTargacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) MedtronicEach Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution effortscountry. If Medtronic decides not Targacept does so elect to pursue such filing or continue the prosecution or maintenance of any Joint Patentsuch support, then it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance Aventis of such Joint Patent. election, and Aventis shall (ci) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under reasonably cooperate with Targacept in this Section 5.3regard, the other Party will cooperateand (ii) promptly release or assign, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party case may be, to Targacept, without consideration, all right, title and interest in its reasonable judgment deems necessary such Patent Rights in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallycountry.

Patent Prosecution. (a) Subject to Section 5.3(b)5.1 During the term of this Agreement, each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, Licensee shall have the first sole initial right (but not the obligationi) to file, prosecute and maintain any patents or file such United States and/or foreign patent applications in covering patentable inventions included within the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance Technology or any Developments created by or on behalf of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS mayPAA as Licensee shall, in its sole discretion, take over deem advisable, (ii) to prosecute and defend all patent applications referred to in clause (i), and (iii) to maintain in force any patents resulting from such applications. Licensee shall bear all costs associated with the foregoing filing, prosecution, defense and maintenance incurred after the Effective Date. Without limitation of the foregoing, Licensee shall prosecute with reasonable diligence and at its sole expense the Patent Application, except that Licensee shall not be obligated to prosecute any divisional resulting from the Patent Application if such divisional does not include at least one claim with substantial application in the Field of Use, as determined by Licensee in its reasonable discretion. 5.2 If Licensee determines not to file any such patent application after request by PAA, or not to prosecute any such patent application or to maintain any such patents, Licensee shall timely provide PAA with written notice of such determination, in which event PAA shall have the right to file or prosecute such application or maintain such patents entirely at its own expense, unless Licensee has a reasonable basis for such determination (including, without limitation, Licensee's preference for keeping the relevant Technology or Development a trade secret). Licensee's written notice of such determination shall state the reasonable basis. If the reasonable basis is Licensee's preference for keeping the relevant Technology or Development a trade secret, the trade secret shall be identified in the written notice and such Trade Secret shall become a Valid Claim for purposes of this Agreement. It shall be unreasonable for Licensee to prefer to keep any Technology or Development a trade secret if such Technology or Development is not material to the Field of Use. 5.3 Each party shall (i) timely advise the other in writing of its intentions with respect to the filing, prosecution and maintenance of such Joint Patent. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants patent applications and patents as the other Party in its reasonable judgment deems necessary set forth above in order to assist such allow the other Party the opportunity to comment thereon, which comments the party shall consider in good faith, and (ii) at its own expense, provide the other with such reasonable assistance to facilitate the filing, prosecution and maintenancemaintenance of patent applications and patents as set forth above, and shall execute all documents which the other party reasonably deems necessary or desirable therefor. Each Party shall sign or use commerciallyWithout limitation of the foregoing clause (ii), PAA shall, within seven (7) days of the Effective Date, cause to be delivered to Licensee all prosecution file history and other documents relating to the Patent Application.

Patent Prosecution. (a) Subject 6.1.1 Vanderbilt shall have exclusive responsibility for the Prosecution of the Licensed Patents, including choice of patent counsel. Provided that Virtuoso covers all of Vanderbilt’s Patenting Costs in accordance with Section 6.2, Vanderbilt shall keep Virtuoso informed of patent prosecution, and will consider Virtuoso’s comments and suggestions prior to Section 5.3(b), each Party shall be solely responsibletaking material actions for the same; Vanderbilt will, at is expensethe request of Virtuoso, for take all prosecution actions reasonably recommended by Virtuoso which would expand the prosecution scope of rights sought or add dependent claims to cover specific Licensed Products; and maintenance of all patents Vanderbilt shall notify Virtuoso prior to any deadline if it intends to abandon, or otherwise elect to forego its rights in, any Licensed Patents and patent applications owned by such Party. (b) Medtronic, at its expense, Virtuoso shall have the first right (but not the obligation) opportunity to file, prosecute continue prosecuting and maintain any patents or patent applications maintaining such Licensed Patents in the Jointly Owned Intellectual Property (“Joint Patents”)name of Vanderbilt at Virtuoso’s expense. Medtronic Virtuoso shall reasonably consult cooperate with CardioMEMS with respect Vanderbilt to insure that each Licensed Patent reflects and will reflect, to the preparationextent practicable and to the best of Virtuoso’s knowledge, prosecutionall items of commercial interest to Virtuoso. 6.1.2 Virtuoso will be reasonably permitted to discuss Prosecution of the Licensed Patents with Vanderbilt’s outside patent counsel, provided that, Virtuoso will pay all resulting outside counsel fees in accordance with Section 6.2. All non-public information exchanged between the Parties or between Vanderbilt’s outside patent counsel and Virtuoso regarding Prosecution of the Licensed Patents, and maintenance all shared information regarding analyses or opinions of such patent applications third party intellectual property, will be deemed Confidential Information of the disclosing Party, whether or not identified or marked as “Confidential.” In addition, the Parties acknowledge and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed agree that, with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect regard to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue activities, the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (c) At the request interests of the Party performing Parties as licensor and licensee are to obtain the prosecution and/or maintenance of strongest and broadest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any Joint Patent legal privilege concerning the Licensed Patents or the Confidential Information, including without limitation, privilege under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallycommon interest doctrine.

Patent Prosecution. (a) Subject to Section 5.3(b), each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, a. Amgen shall have the first right (using mutually acceptable outside counsel), but not the obligation, for the preparation, filing, prosecution, maintenance and defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of ***** and Joint Patent Rights at Amgen's expense. Amgen shall have the sole right, but not the obligation, to prepare, file, prosecute prosecute, maintain and defend before all patent offices all Amgen Background Patent Rights and Amgen Program Patent Rights not related to the Research Field at Amgen's expense. GENE shall have the sole right, but not the obligation, to prepare, file, prosecute, maintain any patents or and defend before all patent applications offices all GENE Background Patent Rights and GENE Program Patent Rights not related to the Research Field at GENE's expense. b. With respect to its activities pursuant to Section 9.4.a., Amgen shall instruct such outside counsel in writing to act in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult best interests of both Parties under this Agreement and Amgen will keep GENE informed of the progress with CardioMEMS with respect regard to the preparation, filing, prosecution, maintenance and maintenance defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of ***** and Joint Patent Rights and instruct such outside counsel to furnish to GENE copies of all relevant documents filed with the various patent applications offices around the world. GENE shall have the right to review and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends papers pertaining to file or proposed applications, responses, interferences and oppositions before the filing thereof by such outside counsel with any such patent office and Amgen will instruct such outside counsel to cause timely provide such papers and consider in good faith such comments of GENE relating to be filed ***** and Joint Patent Rights. c. GENE shall cooperate with the relevant Amgen and such outside counsel and render all reasonable assistance in filing, prosecuting, maintaining and defending all intellectual property or patent office. Notwithstanding the foregoing, Medtronic licensed under this Agreement and shall retain the right to determine strategy sign any necessary legal papers and provide such outside counsel with respect to such filings data or other appropriate actions information in GENE's Control which is reasonably requested by Amgen in support thereof (and use its reasonable best efforts to ensure the cooperation of any of its employees, consultants and agents as might reasonably be requested). d. If Amgen determines in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides discretion not to continue file, prosecute, defend or maintain any Patent Right within ***** and Joint Patent Rights referred to in Section 9.4.a. above in any country, and further providing that no other patent applications or patents claiming the prosecution same or maintenance of any Joint Patentsimilar subject matter are then pending or issued in that same country, it then Amgen shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance provide GENE with thirty (30) days prior written notice of such Joint Patent. (c) At determination and GENE shall have the request right and opportunity to file, prosecute, defend and/or maintain such Patent Right on behalf of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyParties at GENE's expense.

Patent Prosecution. a. Within ninety (a90) Subject to days of receiving an Invention Disclosure Report under Section 5.3(b3(a), each Party shall the MultiCell will advise Maxim in writing whether it wishes a patent application to be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS made with respect to such Invention. However, in no event shall such a patent application constitute, nor be deemed to constitute, any grant of right to MultiCell to exploit or otherwise use such Invention in the absence of the execution of a license to such Invention pursuant to Section 4(a) of this Agreement. b. If the MultiCell determines that it desires a patent application to be made, MultiCell, by qualified counsel selected after reasonable consultation with the Maxim and to whom the Maxim has no reasonable objection, shall prepare, file and prosecute such application in MultiCell’s name and in countries designated by MultiCell. MultiCell shall promptly provide copies to Maxim of any proposed patent application filing and any communications from any patent office relating to any patent application made with respect to such Invention. MultiCell shall pay reasonable expenses incurred in filing and prosecuting such patent applications, including attorneys' fees, taxes, annuities, issue fees, working fees, maintenance fees and renewal charges provided, however, that the exclusive license option granted to MultiCell pursuant to Section 4(a) of this Agreement or any license obtained pursuant to Section 4(b) of this Agreement is still in force. c. Both parties agree to cooperate with the other party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, and maintenance reinforcement of all such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment patents. d. If the time for response is too short MultiCell does not wish to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file have a patent application filed or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy prosecution continued with respect to an Invention in a particular country or countries, Maxim may file such filings application or other appropriate actions continue prosecution at its own expense, and Maxim will be free to enter into a licensing agreement for or otherwise dispose of its patent rights in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such Invention for the countries for which Maxim has filed such applications or continued such prosecution efforts. If Medtronic decides not to continue the prosecution at its own expense with any other person or maintenance of persons on any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patentterms. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commercially

Patent Prosecution. 6.1 The Parties acknowledge and agree that pursuant to the Patent Assignment, RXi shall control the prosecution and pay directly for all patent and maintenance costs in respect of the Patent Rights during the term of the Patent Assignment. RXi agrees to provide ADVIRNA reasonable opportunity to review and comment on prosecution matters, including by providing ADVIRNA with a copy of material communications from any patent authority regarding such Patent Rights, and by providing drafts of any material filings or responses to be made to such patent authorities at least thirty (a30) Subject days in advance of submitting such filings or responses. RXi shall reasonably consider and incorporate ADVIRNA’s comments in good faith and ensure that inventorship conforms to Section 5.3(b), each Party shall be solely responsible, at the rules of the laws of the country in which such patent application is expensefiled. Notwithstanding the foregoing, for so long as ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ serves as an officer of RXi, RXi need not comply with the notice and review provision of this Section 6.1. 6.2 If, as set forth in the Patent Assignment, RXi decides in its sole discretion to abandon the prosecution and maintenance of the Patent Rights, RXi agrees to assign all patents right, title and patent applications owned by interest in and to the Patent Rights and Technology Rights to ADVIRNA and ADVIRNA will be solely responsible for prosecution and maintenance costs of the Patent Rights, provided, however, that Advirna shall grant, and hereby grants, a worldwide, non-exclusive, fully-paid and royalty-free license to RXi or its assigns to make, have made, use, sell and import products and services that would otherwise infringe on any Valid Claims contained in such Partyforfeited patents. (b) Medtronic6.3 Nothing in this Agreement precludes ADVIRNA from contesting the validity of any Patent Rights. In the event evidentiary material comes to the attention of ADVIRNA subsequent to the Effective Date that, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult judgment of ADVIRNA, bears on the validity or scope of any Patent Rights, ADVIRNA will in good faith discuss with CardioMEMS with respect RXi whether such evidentiary material so affects the validity or scope of the Patent Rights to which it is asserted to apply that the preparation, prosecution, and maintenance terms of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless this Agreement in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings Patent Rights should be modified. 6.4 In the event ADVIRNA intends to assert in any forum that any Patent Rights are invalid, unenforceable, or other appropriate actions unpatentable, ADVIRNA will, not less than ninety (90) days prior to making any such assertion, provide to RXi a complete written disclosure of each and every basis then known to ADVIRNA for such assertion and, with such disclosure, will provide RXi with a copy of any document or publication upon which ADVIRNA intends to rely in its sole and complete discretionsupport of such assertion. Medtronic shall deliver ADVIRNA’s failure to CardioMEMS copies comply with this provision will constitute a material breach of all documents materially related to such prosecution effortsthis Agreement. If Medtronic decides not to continue the prosecution Advirna so asserts in any forum that any Patent Rights are invalid, unenforceable, or maintenance of any Joint Patentunpatentable, it then this license shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patentautomatically terminate. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commercially

Patent Prosecution. (A) Stanford shall use diligent efforts to require the Third Party Licensee to amend its license and agree in writing to have Stanford be responsible for preparing, filing, prosecuting and maintaining the Licensed Patents. The provisions set forth in Section 14.1(B) shall become effective upon the earlier of (a) Subject the Third Party Licensee executing such written agreement and (b) […***…] days after the Effective Date, unless extended by both parties. Following Effective Date and prior to the effectiveness of Section 5.3(b14.1(B), each Stanford will instruct its patent counsel not to allow any current prosecution of Licensed Patents to go abandoned without the written permission of Jasper and Third Party shall be solely responsibleLicensee and, at is expensebefore exercising its final approval rights regarding […***…] in its agreement with the Third Party Licensee, for the prosecution Stanford will solicit and maintenance of all patents and patent applications owned by such Partygive reasonable consideration to Jasper’s comments. (bB) MedtronicStanford will be responsible for preparing, filing, prosecuting and maintaining the Licensed Patents. Stanford will not file any continuation-in-part (CIP) patent applications in Jasper’s Licensed Field of Use based upon the Licensed Patents. As long as Jasper is current on all payments due under this Agreement, Stanford agrees to (i) instruct Stanford’s patent counsel to furnish to Jasper copies of material documents relevant to such preparing, filing, prosecuting and maintaining prior to any deadlines, and (ii) allow Jasper a reasonable opportunity to participate in the patent prosecution process and comment on material documents filed with any patent office with respect to the Licensed Patents and will consider in good faith and use reasonable efforts to incorporate Jasper’s comments. (C) In the event Jasper decides that it no longer intends to pay for filing, prosecution, or maintenance of one or more Licensed Patents, Jasper shall give Stanford written notice at least two (2) months in advance of any applicable deadline for that Licensed Patent. Stanford may in its discretion continue to prosecute and maintain such Licensed Patent(s) at its expense, shall have in which case such Licensed Patent(s) will no longer be covered by the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent license granted under this Section 5.3, the other Party Agreement and Jasper will cooperate, in all reasonable ways, in connection with have no further obligation regarding patent expenses for such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyLicensed Patent(s).

Patent Prosecution. (a) Subject to Section 5.3(b), each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, GPC shall have the first right (but not the obligation) to prepare, file, prosecute prosecute, obtain and maintain any patents or patent applications and patents on Collaboration Inventions using patent counsel reasonably acceptable to MORPHOSYS with the expenses for any such preparation, filing, prosecution and maintenance to be borne by GPC. GPC agrees that MORPHOSYS shall be kept fully informed of the progress of all patent prosecution and shall be provided with copies of all material documents pertaining thereto, and shall be provided with the reasonable opportunity to comment thereon prior to filing, which comments shall be incorporated by GPC to the extent reasonably practical. MORPHOSYS agrees to provide reasonable assistance and cooperation to GPC to facilitate any such filing, prosecution and maintenance. (b) GPC may elect not to exercise its first right to prepare, file, prosecute, obtain or maintain patent applications and patents on Collaboration Inventions as described in Section 7.2(a) above at any time for any such patent applications and patents. For all MORPHOSYS Collaboration Inventions and for those GPC Collaboration Inventions having claims covering the composition or utility of Antibody Products discovered through the use of the MORPHOSYS Technologies for which such election is made, GPC shall give written notice thereof to MORPHOSYS. Such notice shall specifically identify the invention(s), patent application(s) and/or patent(s) for which GPC wishes to relinquish such first right. Following the receipt of such notice, MORPHOSYS shall have the right at its sole expense to prepare, file, prosecute, obtain and maintain the patent application(s) and patent(s) identified in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecutionnotice all for its own benefit, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment be removed from the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies operation of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patentthis Agreement. (c) At The Parties shall mutually agree before permitting any patent application or patent within Patent Rights to lapse as well as before authorizing any amendment to any patent application or patent within Patent Rights that would irrevocably limit the request lawful scope of the Patent Rights. (d) No Party performing the prosecution and/or maintenance of shall have any Joint Patent obligation under this Section 5.3, Agreement to pay any fees or costs: (i) for bringing a lawsuit or other action to enforce any of the Patent Rights against an actual or suspected infringement or (ii) for the other Party will cooperateto obtain for its own benefit independent business or legal advice concerning any of the Patent Rights. (e) Each Party agrees to provide reasonable cooperation, at the other Party’s expense, in all reasonable waysthe preparation, in connection with filing and prosecution of any Patent Rights being prepared, filed or prosecuted by such prosecution and/or maintenance. Each Party shall make available to the other Party in accordance with the terms of this Agreement, including, but not limited to, executing all papers and instruments, or its authorized attorneys, agents or representatives such of requiring its employees or consultants agents to execute such papers and instruments, so as the other Party in its reasonable judgment deems necessary in order to assist facilitate any such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyactions.

Patent Prosecution. (aNotwithstanding each Party’s right to file, prosecute, and maintain the MacroGenics Product-Specific Patents and MacroGenics Platform Patents after the Option Effective Date as set forth in this Section 16.2(a) Subject to Section 5.3(b), each Party shall be solely responsible, at is expense, for of the prosecution and maintenance of all patents and patent applications owned by such Party.Collaboration Agreement: (b) Medtronic, at a. At its expense, shall have the first right earliest opportunity (but not earlier than thirty (30) months after the obligationearliest priority date) to fileduring patent prosecution, prosecute MacroGenics, in consultation with ▇▇▇▇▇▇, in jurisdictions where permissible and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparationextent reasonably feasible and in a manner that does not materially prejudice the prosecution of MacroGenics Licensed Patents, prosecution, will file one or more non-provisional patent application(s) claiming priority to MacroGenics’ U.S. provisional application [***] with claims that solely cover [***]. Any such non-provisional patent application shall be deemed a MacroGenics Product-Specific Patent under the Collaboration Agreement (and maintenance thereafter prosecution of such non-provisional patent applications application will be subject to Section 16.2(a)(v)(2) of the Collaboration Agreement). b. Likewise, if during the Term, MacroGenics files any new provisional or non-provisional patent application that includes written description that, if claimed, could cover [***], then, at ▇▇▇▇▇▇’s request and patents expense, MacroGenics, in consultation with Gilead, in jurisdictions where permissible and shall provide CardioMEMS sufficient opportunity (unless to the extent reasonably feasible and in its commercially reasonable judgment a manner that does not materially prejudice the time for response is too short to provide CardioMEMS such an opportunityprosecution of MacroGenics Licensed Patents, will file one or more non-provisional patent application(s) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect claiming priority to such filings or other appropriate actions in its sole new patent application with claims that solely cover [***]. Any such non-provisional patent application shall be deemed a MacroGenics Product-Specific Patent under the Collaboration Agreement (and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such thereafter prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (cnon-provisional patent application will be subject to Section 16.2(a)(v)(2) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyCollaboration Agreement).

Patent Prosecution. (a) Subject to Section 5.3(bCollaboration Patent Rights and Post-Effective Date Patent Rights. For each Project or Agreement Product, the Controlling Party of such Project or Agreement Product shall be responsible for the filing, prosecution (including any interferences, oppositions, reissue proceedings and reexaminations), each Party shall be solely responsible, at is expense, for the prosecution appeals and maintenance of all patents Collaboration Patent Rights and patent applications owned by such Party. (b) MedtronicPost-Effective Date Patent Rights claiming or covering a Collaboration Invention or Post-Effective Date Invention, at its expenseas the case may be, shall have the first right (but not the obligation) made, conceived or reduced to file, prosecute and maintain any patents or patent applications practice in the Jointly Owned Intellectual Property (“Joint Patents”)course of the development and/or commercialization of such Agreement Product. Medtronic Such Controlling Party shall reasonably consult with CardioMEMS with respect provide to the preparation, prosecution, other Party (1) a draft of each and maintenance every patent application included in such Patent Rights prior to the filing of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the application, allowing adequate time for response is too short review and comment by such other Party; provided, however, that the Controlling Party shall not be required to provide CardioMEMS delay the initial filing of such patent application if such delay would jeopardize the ability to secure priority status against Third Parties; and (2) copies of all correspondence from any and all patent offices concerning patent applications included in such Patent Rights and an opportunity) opportunity to comment on any material document that Medtronic intends to file or to cause proposed responses, voluntary amendments and submissions of any kind to be filed with the relevant intellectual property or made to any and all such patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution effortsoffices. If Medtronic the Controlling Party decides not to continue the prosecution or maintenance of any Joint Patentpatent application or patent included in such Patent Rights, it shall promptly notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rightsthe other Party thereof. Following such notice, CardioMEMS the other Party may, in its sole discretion, take over the prosecution and maintenance of any such Joint Patent. patent application or patent, as the case may be, in which case such other Party shall be deemed the Controlling Party with respect thereto. All costs and expenses for the filing, prosecution (c) At the request including any interferences, oppositions, reissue proceedings and reexaminations), appeals and maintenance of the Collaboration Patent Rights and Post-Effective Date Patent Rights shall be borne by the Controlling Party performing for such Patent Rights. A Party who files a patent application claiming or covering a Collaboration Invention or Post-Effective Date Invention, or who is responsible for the prosecution and/or maintenance of a patent application within the Collaboration Patent Rights or the Post-Effective Date Patent Rights, shall not take any action or make any statement that would reasonably be expected to cause material harm to the patentability, validity or enforceability of any Joint NVDI Background IP, XOMA Background IP, or other Collaboration Patent under this Section 5.3, Right or Post-Effective Date Patent Right without first obtaining the informed consent of the other Party will cooperatewhen such NVDI Background IP, XOMA Background IP, or other Collaboration Patent Right or Post-Effective Patent Right is cited by the examiner in all reasonable waysan official action during patent prosecution. In the event that an interference is declared by a Patent and Trademark Office between one or more patents or patent applications owned solely by one Party that constitute Patent Rights claiming or covering any Agreement Target or Collaboration Product, in connection with such prosecution and/or maintenance. Each Party shall make available to Resumed Product, Ongoing Product or Reactivated Product, and one or more patents or patent applications owned or otherwise controlled solely by the other Party that constitute Patent Rights claiming or its authorized attorneyscovering any Agreement Target or Collaboration Product, agents Resumed Product, Ongoing Product or representatives Reactivated Product, including where such declared interference involves patents or patent applications owned by a Third Party or Third Parties, then the Parties shall in good faith establish within thirty (30) days of its employees the declaration of such interference or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party time as agreed upon a mutually agreeable process to resolve solely those portions of such interference or interferences which relate to matters in dispute between NVDI and XOMA in a reasonable manner in conformance with such prosecution all applicable legal standards and maintenance. Each Party shall sign or use commerciallyto maximize the scope, priority, validity and/or enforceability of the Patent Rights licensed hereunder.

Patent Prosecution. (a) Subject to Section 5.3(b), each Party shall uOttawa will be solely responsible, at is expense, responsible for the preparation, filing, prosecution and maintenance of all patents and patent applications owned by and patents with respect to the Licensed Technology; and Licensee will pay fifty percent (50%) of all out-of-pocket costs of applying. for, registering and maintaining. the patent in the jurisdictions in which both parties agree that a patent is required. In the event that Licensee fails to pay fifty percent (50%) of the out-of-pocket costs of applying for, registering or maintaining the patent in the jurisdictions in- which both parties agree that a patent is required, Licensee will relinquish all licensed-rights to such Party. patent application or patent. At the request of Licensee, uOttawa may elect to appoint Licensee, as its agent to prepare, file, prosecute and maintain any or all of the patent rights relating to the Licensed Technology in the name of uOttawa, provided that Licensee (bi) Medtronicseeks and maintains the strongest and broadest patent claims practicable in the best interest of uOttawa, at its expensecomplies with other reasonable requirements which uOttawa may impose, shall and provides uOttawa with all documentation and correspondence from, sent to or filed with patent offices regarding the Licensed Patents and with a reasonable opportunity to review and comment upon all filings with such patent offices in advance. With respect to Licensed Patents, Licensee will have the first right (but not the obligation) to file, prosecute and maintain patent applications and patent if Licensee pays for all of the expenses. In the event that Licensee elects not to file any patent application within the Licensed Patents, or thereafter elects not to continue prosecution of any such patent application; or elects not to maintain any patent that may issue therefrom and thereby relinquishes all licensed rights to such patent application or patent, Licensee will promptly and on a timely basis notify uOttawa thereof and uOttawa will have the right but not the obligation, at uOttawa’s option and expense, to file, prosecute and maintain such patents or patent applications applications. Licensee will reasonably cooperate with and assist uOttawa in the Jointly Owned Intellectual Property (“Joint Patents”)connection with any filing, prosecution and maintenance activities undertaken by uOttawa in accordance with this section. Medtronic shall reasonably uOttawa will consult with CardioMEMS Licensee sufficiently in advance to provide Licensee a reasonable opportunity to comment with respect to the such filing, prosecution and maintenance activities. Any and all patents for which Licensee elects not to maintain or continue prosecution will not be considered Licensed Patents hereunder. If uOttawa does not intend to file for patent protection or does not wish to continue preparation, prosecution, and or maintenance of such patent applications and patents and a Licensed Patent, then it shall provide CardioMEMS sufficient opportunity give at least thirty (unless 30) days advance notice for Licensee to act in its commercially reasonable judgment the time stead. In such case, Licensee may elect at its sole discretion to continue preparation, filing and prosecution or maintenance of said patent at its sole expense on behalf of uOttawa and .uOttawa shall execute such documents and perform such acts as may be reasonably necessary for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends Licensee to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patentmaintenance. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commercially

Patent Prosecution. (a) Subject 6.2.1. With respect to Section 5.3(b)Licensed Patents, each Party Luxna shall be solely responsible, at is expense, have the responsibility for the prosecution preparation, filing, prosecution, issuance and maintenance of all patents the Licensed Patents, including choice of patent counsel, provided, however, that Luxna shall consider Aligos’s comments and patent applications owned by such Party. (b) Medtronicsuggestions in connection therewith, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS including with respect to the preparationselection of counsel. However, Luxna shall keep Aligos informed of patent prosecution, will consider Aligos’s comments and maintenance suggestions prior to taking material actions for the same, and will consider prosecution actions reasonably recommended by Aligos which would maintain or expand the scope of rights sought, or would more effectively cover products being developed by Aligos. Aligos shall cooperate with Luxna to ensure that each Licensed Patent reflects and will reflect, to the extent practicable and to the best of Aligos’s knowledge, all items of commercial interest to Aligos. 6.2.2. Luxna shall give notice to Aligos of any desire on Luxna’s part to not prepare, file, prosecute, issue or maintain any of the Licensed Patents on a country-by-country basis and, in such patent applications and patents and cases, shall provide CardioMEMS sufficient opportunity (unless permit Aligos, in its commercially reasonable judgment discretion, to take such actions itself, [****]. In such event, Luxna shall execute in a timely manner and [****] any and all documents as may be reasonably necessary to allow Aligos to take all such actions. [****] 6.2.3. All information exchanged between counsel, the time for response is too short to provide CardioMEMS parties, Affiliates and Sublicensees regarding the Licensed Patents shall be deemed Confidential Information of the respective party that provided such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed Confidential Information. In addition, the parties acknowledge and agree that, with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect regard to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue activities, the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (c) At the request interests of the Party performing parties as licensor and exclusive licensee are to obtain the prosecution and/or maintenance of strongest patent protection possible, and as such, are aligned and are legal in nature. The parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any Joint Patent legal privilege concerning the Licensed Patents, including without limitation, privilege under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party common interest doctrine and similar or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyrelated doctrines.

Patent Prosecution. (a) Subject to Section 5.3(b)9.1 Throughout the life of the respective Intellectual Property Rights, each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) MedtronicBG, at its own expense, shall have the first right (but not the obligation) to file, prosecute and maintain the Patent Rights that are included in the Existing Intellectual Property Rights (as defined in Section 2.9), Future Intellectual Property Rights (as defined in Section 2.13) and BG Biological Sample Intellectual Property Rights (as defined in Section 2.4) in the United States and any other jurisdiction in the world. Title to all Future Joint/Contract Intellectual Property Rights and the patents issued thereon, regardless of which party filed the corresponding application(s), shall be jointly held by BG and TNO. Each party’s rights to Future Joint/Contract Intellectual Property Rights are subject to the other party’s rights as a joint owner and the rights .and licenses granted to the other party in this Agreement. Neither party shall grant any rights to a Future Joint/Contract Intellectual Property Right to a third party which would limit any other party’s rights as a joint owner thereof except as provided for in this Agreement. With respect to Existing Intellectual Property Rights and Future Intellectual Property Rights, TNO shall have the right to review all pending applications and other proceedings and make recommendations to BG concerning them. BG agrees to keep TNO informed of the course of patent prosecution or other proceedings including providing TNO with copies of substantive communications and search reports submitted to or received from patent offices. TNO shall provide such patent consultation to BG at no cost to BG. TNO shall hold all information disclosed to it under this Section as Confidential Information subject to the provisions of Section 14. If BG shall elect not to file, prosecute or maintain any such Patent Right, BG shall so notify TNO in writing. TNO shall have the right to file, prosecute or maintain such Patent Right, and thereafter BG shall have only a nonexclusive license in the applicable jurisdiction as to such Patent Rights application or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”)under this Agreement. Medtronic shall reasonably consult with CardioMEMS BG will have no responsibility under this Agreement with respect to filing, prosecuting or maintaining Patent Rights included only in TNO Biological Sample Intellectual Property Rights. 9.2 For so long as the preparationlicense granted in Section 6.1 (Existing Intellectual Property) shall remain exclusive, prosecution, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies payment of all documents materially related out-of-pocket fees and costs incurred during the term of this Agreement relating to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patentfiling, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint PatentPatent Rights shall be the responsibility of BG. If the license granted in Section 6.1 (Existing Intellectual Property) shall ever become nonexclusive, at BG’s option, BG may continue to file, prosecute and maintain such Patent Rights at its expense or return the responsibility for some or all of such Patent Rights to TNO. If returned to TNO, TNO shall file, prosecute and maintain such Patent Rights and BG shall reimburse TNO’s out-of-pocket fees and costs therefor on a pro rata basis with other nonexclusive licenses. In the event of termination under Section 15 on account of permanent discontinuation of BG’s business, TNO shall file, prosecute and maintain such Patent Rights in accordance with Section 15. (c) At the request of the Party performing the 9.3 BG and TNO shall cooperate fully in any additional filing, prosecution and/or and maintenance of any Joint such Patent under this Section 5.3Rights, the other Party will cooperateexecuting all papers and instruments or requiring BG and TNO employees, to execute such papers and instruments as necessary to enable BG to maintain such Patent Rights in all reasonable waysBG’s and TNO’s name, in connection with such prosecution and/or maintenanceas applicable. Each Party party shall make available provide to the other Party prompt notice as to all matters, which come to its attention, which may affect the validity, enforceability, extension, or its authorized attorneysmaintenance of such Patent Rights. 9.4 TNO warrants and represents that it has disclosed to BG the complete texts of all patent applications for the Patent Rights included in the Existing Intellectual Property Rights filed by TNO as of the Effective Date as well as all information received as of the Effective Date concerning the institution of any interference, agents opposition, re-examination, reissue, revocation, nullification or representatives any official proceeding involving such Patent Rights. TNO further warrants and represents that it will disclose to BG the complete texts of its employees all patent applications for Patent Rights included in Future TNO Intellectual Patent Rights filed by TNO after the Effective Date as well as all information received after the Effective Date concerning the institution of any interference, opposition, re-examination, reissue, revocation, nullification or consultants as the other Party in its reasonable judgment deems necessary in order to assist any official proceeding involving any of such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyPatent Rights.

Patent Prosecution. (a) Subject to Section 5.3(b), each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, a. Amgen shall have the first right (using mutually acceptable outside counsel), but not the obligation, for the preparation, filing, prosecution, maintenance and defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of GENE ***** and Joint Patent Rights at Amgen’s expense. Amgen shall have the sole right, but not the obligation, to prepare, file, prosecute prosecute, maintain and defend before all patent offices all Amgen Background Patent Rights and Amgen Program Patent Rights not related to the Research Field at Amgen’s expense. GENE shall have the sole right, but not the obligation, to prepare, file, prosecute, maintain any patents or and defend before all patent applications offices all GENE Background Patent Rights and GENE Program Patent Rights not related to the Research Field at GENE’s expense. b. With respect to its activities pursuant to Section 9.4.a., Amgen shall instruct such outside counsel in writing to act in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult best interests of both Parties under this Agreement and Amgen will keep GENE informed of the progress with CardioMEMS with respect regard to the preparation, filing, prosecution, maintenance and maintenance defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of GENE ***** and Joint Patent Rights and instruct such outside counsel to furnish to GENE copies of all relevant documents filed with the various patent applications offices around the world. GENE shall have the right to review and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends papers pertaining to file or proposed applications, responses, interferences and oppositions before the filing thereof by such outside counsel with any such patent office and Amgen will instruct such outside counsel to cause timely provide such papers and consider in good faith such comments of GENE relating to be filed GENE ***** and Joint Patent Rights. c. GENE shall cooperate with the relevant Amgen and such outside counsel and render all reasonable assistance in filing, prosecuting, maintaining and defending all intellectual property or patent office. Notwithstanding the foregoing, Medtronic licensed under this Agreement and shall retain the right to determine strategy sign any necessary legal papers and provide such outside counsel with respect to such filings data or other appropriate actions information in GENE’s Control which is reasonably requested by Amgen in support thereof (and use its reasonable best efforts to ensure the cooperation of any of its employees, consultants and agents as might reasonably be requested). d. If Amgen determines in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides discretion not to continue file, prosecute, defend or maintain any Patent Right within GENE ***** and Joint Patent Rights referred to in Section 9.4.a. above in any country, and further providing that no other patent applications or patents claiming the prosecution same or maintenance of any Joint Patentsimilar subject matter are then pending or issued in that same country, it then Amgen shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance provide GENE with thirty (30) days prior written notice of such Joint Patent. (c) At determination and GENE shall have the request right and opportunity to file, prosecute, defend and/or maintain such Patent Right on behalf of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyParties at GENE’s expense.

Patent Prosecution. (a) Subject AGIX shall manage all patent prosecution activities on the Patent Rights and patent applications on Joint Improvements in consultation with NJMRC and take into account all suggestions made by NJMRC including the addition of new claims. NJMRC shall cooperate fully with AGIX in the preparation, filing and prosecution of all patent applications pursuant to Section 5.3(b)this Agreement, each Party which cooperation shall include, but not be limited to, execution by NJMRC and its faculty and other employees of any and all such papers and instruments as are necessary or helpful to AGIX in preparing, filing and prosecuting such patent applications. All approved out-of-pocket cost incurred for such cooperation will be reimbursed by AGIX. AGIX shall diligently and in a timely manner provide NJMRC with copies of all documents relating to the prosecution, maintenance, and validity of the Patent Rights including but not limited to correspondence with any patent office concerning the Patent Rights. AGIX shall further provide an opportunity for NJMRC to comment upon such correspondence and such comments shall be solely responsibletaken into account in prosecution activities. AGIX shall consult with NJMRC in such prosecution and maintenance, at is expenseand shall diligently seek strong and broad claims under the Patent Rights and shall not abandon prosecution of any patent application or any of the claims of the Patent Rights without first notifying NJMRC in a timely manner of AGIX's intention and reason therefore, and providing NJMRC with a reasonable opportunity to assume responsibility for the prosecution and maintenance of all patents and patent applications owned by such Partythe Patent Rights. (b1) Medtronic, at its expense, NJMRC shall have the first right (but not the obligation) be free to file, prosecute and or maintain any patents covering such patent or patent applications in application at its own expense, and (2) such patent or patent application shall be excluded under the Jointly Owned Intellectual Property (“Joint Patents”)Exclusive License granted under Section II of this Agreement. Medtronic shall reasonably consult with CardioMEMS with respect These NJMRC rights related to the preparationpatent filing, prosecution, and maintenance of such will be only for those major pharmaceutical market countries where AGIX has no ongoing patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoingfiling, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patentprosecution, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patent. (c) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyactivities.

Patent Prosecution. (a) Subject to Section 5.3(b)As between the Parties, each Party shall be solely responsible, at is expense, for the prosecution and maintenance of all patents and patent applications owned by such Party. (b) Medtronic, at its expense, shall have the first sole right (but not the obligation) obligation to file, prosecute and maintain any patents the Patents Rights solely owned or patent applications Controlled by such Party throughout the world at its own cost and expense. (b) Except as provided in paragraph (c) below, filing decisions for all Patent Rights claiming jointly-owned Inventions (the Jointly Owned Intellectual Property (“Joint ADC Patents”). Medtronic ) shall reasonably consult with CardioMEMS with respect to be decided jointly before the preparationselection of the applicable ADC as Development Candidate for further Development under Section 2.7, prosecutionthe Parties shall jointly decide, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment through the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends JRC, whether to file or to cause to be filed with any ADC Patents claiming such ADC and the relevant intellectual property or patent office. Notwithstanding Parties shall share the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over the prosecution and maintenance of such Joint Patentcost equally. (c) At After an ADC has been selected as a Development Candidate for further Development under Section 2.7, the request Licensee of such ADC shall have the first right to file, prosecute and maintain the applicable ADC Patents in the Territory at Licensee’s own cost and expense. Licensee shall consult with Licensor and keep Licensor reasonably informed of the Party performing status of the ADC Patents in the Territory and shall promptly provide Licensor with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Licensee shall promptly provide Licensor with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the ADC Patents for Licensor’s review and comment prior to the submission of such proposed filings and correspondences and shall consider and implement in good faith any comment received from Licensor. Licensee shall notify Licensor of any decision to cease prosecution and/or maintenance of any Joint Patent under this Section 5.3ADC Patents in the Territory. Licensee shall provide such notice at least [***] prior to any filing or payment due date, the or any other Party will cooperate, in all reasonable waysdue date that requires action, in connection with such ADC Patent. In such event, Licensor shall have the right to continue prosecution and/or maintenance. or maintenance of such ADC Patent in the Territory at Licenser’s discretion and expense. (d) Each Party shall make available to provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 6.2, including providing any necessary powers of attorney and executing any other required documents or its authorized attorneys, agents or representatives instruments for such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyprosecution.

Patent Prosecution. The Parties jointly shall direct and control (ai) the preparation, filing and prosecution of the Patent Rights (including any interferences, oppositions, reexaminations, reissues or other post-issuance or inter-partes proceeding) and (ii) maintenance of the patents issuing therefrom. The Parties shall equally share in the costs of the foregoing activities. The Parties mutually shall agree upon a patent attorney to handle such activities. GENAERA shall be the primary contact and interface with such patent attorney regarding such activities. Subject to Section 5.3(b)limitations imposed by GENAERA to protect confidential information of GENAERA or third persons, each Party or to preserve attorney-client privileges and any other privileges, upon request MACROCHEM shall (1) be solely responsiblesupplied by GENAERA with copies of all patent applications, at is expenseamendments and patent office correspondence with respect to the Patent Rights and reasonable opportunity to comment thereon, and (2) have the opportunity for periodic consultations with GENAERA and the patent attorney so selected on all material matters relating to prosecution and maintenance of all patents the Patent Rights. GENAERA agrees to incorporate MACROCHEM’s reasonable and timely comments into patent applications, amendments and patent applications owned by such Party. (b) Medtronic, at its expense, shall have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS office correspondence with respect to the preparation, prosecution, and maintenance of such Patent Rights. The patent applications and patents and attorney shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short be instructed to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the discontinue prosecution or maintenance of any Joint PatentPatent Rights without written approval from both Parties, provided that in the event that no Products that are in commercial use or commercial development by MACROCHEM are covered by at least one valid claim within an issued patent or pending patent application included within the Patent Rights, and GENAERA determines to discontinue prosecution or maintenance of such issued patent or pending patent application as not commercially justifiable, GENAERA may instruct the patent attorney do so without liability, provided it shall notify CardioMEMS sufficiently MACROCHEM in advance writing of such decision at least sixty (60) days prior to permit CardioMEMS such discontinuation, but in any event at least sixty (60) days prior to undertake abandonment or other forfeiture of any material rights under such prosecution Patent Rights, and maintenance without a loss of rights. Following such notice, CardioMEMS may, in its sole discretion, take over MACROCHEM shall have the right to assume the prosecution and maintenance thereof. If GENAERA does not agree to file for Patent Rights in any jurisdiction, MACROCHEM may, upon thirty (30) days’ prior written notice, elect to file for Patent Rights in such jurisdiction, at its sole expense, and to control the prosecution of such Joint Patent. filings in such jurisdiction. If any patent issues from such filing in such jurisdiction, MACROCHEM shall be entitled to deduct up to fifty percent (c50%) At the request of the Party performing the prosecution and/or maintenance of any Joint Patent under this Section 5.3, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party reasonable filing and prosecution costs and expenses incurred with respect to such issued patent from any running royalties owed to GENAERA in its reasonable judgment deems necessary in order to assist respect of such other Party with such prosecution and maintenance. Each Party shall sign or use commerciallyjurisdiction.

Patent Prosecution. (a) Subject to Section 5.3(b)the Novartis-Alnylam Agreement, Arrowhead, at its sole cost, shall have full and complete responsibility and control over the filing, prosecution, and maintenance of all Assigned RNAi Patents. Novartis shall have full and complete responsibility and control over the filing, prosecution, and maintenance of all Licensed RNAi Patents, with expenses for such prosecution and maintenance to be shared equally by Arrowhead and Novartis. (b) The prosecution and maintenance of the Licensed RNAi Patents will be through a mutually selected patent counsel. Within sixty (60) days following the Effective Date, the Parties shall agree on a patent counsel (“Joint Counsel”) who will be engaged by both Parties. Novartis and Arrowhead shall be jointly and equally responsible for all fees and costs charged by Joint Counsel with respect to the prosecution and maintenance of Licensed RNAi Patents, and all other mutually agreed and approved out-of-pocket costs and expenses incurred by either Party in connection with such prosecution and maintenance thereof. Joint Counsel will give each Party’s designee an opportunity to review the text of any patent applications, office action responses or other substantive documents for Licensed RNAi Patents before filing with any patent office or similar authority, shall incorporate each Party’s designee’s reasonable comments with respect thereto, and shall supply each Party’s designee with a copy of each of said documents as filed, together with notice of filing dates and serial numbers. In the event that either Party provides Joint Counsel with conflicting instructions regarding any matter relating to Licensed RNAi Patents, Joint Counsel shall make the Parties aware of such conflicting instructions and, if the Parties are not able to resolve such conflict within a reasonable time prior to the applicable filing deadline, Novartis shall have the final say as regards the preparation, filing, prosecution and maintenance of Licensed RNAi Patents, acting reasonably and in good faith with respect to protecting Arrowhead’s rights in and to the Licensed RNAi Patents. (c) Both Parties shall reasonably cooperate with Joint Counsel in preparation, filing, prosecution and maintenance of patent applications for Licensed RNAi Patents, including providing Joint Counsel with data and other information as reasonably appropriate with respect thereto. (d) Joint Counsel shall be instructed to keep each Party advised of the status of the prosecution and maintenance of Licensed RNAi Patents, including actual and prospective patent filings for patents, and shall provide each Party with advance copies of any papers related thereto. Joint Counsel shall also be solely responsibleinstructed to promptly give notice to each Party of the grant, at is expenselapse, revocation, surrender, invalidation, or abandonment of any Licensed RNAi Patents. (e) Should Novartis decide that it does not wish to continue paying for the prosecution and maintenance of all patents a particular patent within the Licensed RNAi Patents, Novartis shall notify Arrowhead and patent applications owned by such Party. Joint Counsel at least sixty (b60) Medtronic, at its expense, shall have days in advance of the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance of such patent applications and patents next deadline applicable thereto and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time allow Arrowhead to assume responsibility for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and maintenance without a loss payments incurred thirty (30) days after receipt of rightsNovartis’s notice. Following If Arrowhead assumes such noticeresponsibility, CardioMEMS may, in then Arrowhead may designate any counsel of its sole discretion, take over choice to handle the prosecution and maintenance of such Joint Patent. (c) At the request of the Party performing the prosecution and/or maintenance patent and such patent shall no longer be treated as Novartis RNAi IP for purposes of any Joint Patent royalty obligations under this Section 5.3Agreement. If Arrowhead decides not to assume such responsibility, the other Party will cooperate, in all reasonable ways, in connection with such prosecution and/or maintenance. Each Party then it shall make available to the other Party or its authorized attorneys, agents or representatives such of its employees or consultants as the other Party in its reasonable judgment deems necessary in order to assist such other Party with such prosecution so instruct Novartis and maintenance. Each Party shall sign or use commerciallyJoint Counsel.