Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) PII shall have the right and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain.

Patent Prosecution. (a) PII Commencing on the Effective Date, NewLink shall have the right and obligation to control responsibility, at its expense and in its reasonable discretion, for the preparation, filing, prosecutionprosecution and maintenance of any patent applications and patents included in the Patent Rights, maintenance in consultation with LIMR. NewLink shall provide LIMR the opportunity to review and defense of RBX Patents. PII shall control the preparation, comment upon such patent applications prior to filing, prosecutionand on all communications with patent offices in all applicable countries and jurisdictions, maintenance and defense the selection of countries for filing of patent applications directed applications, responses to Joint office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or its selected counsel) all patent prosecution files for the Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII , shall exercise diligent provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in a sustained such prosecution. NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution and continuous manner, consistent with maintenance of the efforts it ordinarily devotes Patent Rights prior to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual propertyEffective Date; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. RBX LIMR shall provide PII any reasonable assistance required to perfect the RBX NewLink with all information necessary or useful for NewLink’s filing and prosecution of such Patent Rights and RBX shall provide PII reasonable assistance required cooperate fully with NewLink so as to perfect maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application included in the Joint Patent RightsRights without the prior notice to LIMR. PII NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and on such notice NewLink shall provide RBX with drafts of all proposed patent filings (includingno longer have any further rights or responsibility for such prosecution or maintenance, without limitationor obligation to pay any amounts therefore, patent applicationsor any further rights under such specific Patent Right in such country, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or LIMR may in its discretion continue such shorter period as prosecution. Any such notice shall be required given by NewLink to meet a filing deadlineLIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no event case less than fifteen three (153) days) after RBX’s receipt of months prior the applicable draft. If PII decides not to file filing deadline imposed or maintain promulgated by any RBX Patent on a country-by-country basis governing or patent family basis, PII shall give RBX reasonable notice of same and after receipt of regulatory authority for filing any such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainprotective document.

Patent Prosecution. (a) PII Commencing on the Effective Date, NewLink shall have the right and obligation to control responsibility, at its expense and in its reasonable discretion, for the preparation, filing, prosecutionprosecution and maintenance of any patent applications and patents included in the Patent Rights, maintenance in consultation with LIMR. NewLink shall provide LIMR the right to review and defense of RBX Patents. PII shall control the preparation, comment upon such patent applications prior to filing, prosecutionand on all communications with patent offices in all applicable countries and jurisdictions, maintenance and defense the selection of countries for filing of patent applications directed applications, responses to Joint office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or its selected counsel) all patent prosecution files for the Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII , shall exercise diligent provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in a sustained such prosecution. NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution and continuous manner, consistent with maintenance of the efforts it ordinarily devotes Patent Rights prior to the preparationEffective Date, filing, prosecution, maintenance and defense of its own patents and intellectual propertynot to exceed $17,000; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. RBX LIMR shall provide PII any reasonable assistance required to perfect the RBX NewLink with all information necessary or useful its filings and prosecution of such Patent Rights and RBX shall provide PII reasonable assistance required cooperate fully with NewLink so as to perfect maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application included in the Joint Patent RightsRights without the prior notice to LIMR. PII NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and on such notice NewLink shall provide RBX with drafts of all proposed patent filings (includingno longer have any further rights or responsibility for the such prosecution or maintenance, without limitationor obligation to pay any amounts therefore, patent applicationsor any further rights under such specific Patent Right in such country, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or LIMR may in its discretion continue such shorter period as prosecution Any such notice shall be required given by NewLink to meet a filing deadlineLIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no event case less than fifteen three (153) days) after RBX’s receipt of months prior the applicable draft. If PII decides not to file filing deadline imposed or maintain promulgated by any RBX Patent on a country-by-country basis governing or patent family basis, PII shall give RBX reasonable notice of same and after receipt of regulatory authority for filing any such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainprotective document.

Patent Prosecution. (ai) PII shall have As between the parties and to the extent that BPA has the right and obligation to control do so under the Antares License Agreement: (i) BPA shall be responsible for the preparation, filing, prosecutionprosecution and maintenance of the Patents in the Territory; provided, maintenance however, that Company shall reimburse BPA for any such costs incurred after the Closing Date to the extent exclusively relating to the Product or requested by Company, and defense (ii) BPA shall reasonably cooperate with Company to seek Company’s input and comments on prosecution strategy, and shall provide Company with a copy of RBX Patentseach submission made by BPA to a patent authority in the Territory regarding a Patent. PII shall control Notwithstanding anything in the preparationforegoing, filing, prosecution, maintenance if BPA (and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent any Third Party with the efforts it ordinarily devotes right to prosecute or maintain any Patent under the preparationAntares License Agreement) determines in its sole discretion to abandon or not maintain such Patent anywhere in the Territory, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX then BPA shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX Company with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days prior written notice before filing any relevant deadline relating to the relevant Patent and shall take into account any comments provided offer in writing to Company the transfer of the respective Patent (if owned by RBX BPA) or transfer of the right to PII, prosecute and maintain the relevant Patent (if in-licensed to BPA). In the extent reasonable, event Company accepts such offer to transfer the Patent within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draftoffer, BPA shall take all measures necessary for the transfer and assignment of the Patent to Company and shall execute all documents necessary therefore. If PII decides Company shall treat such information as BPA Confidential Information. In the event Company does not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to accept BPA’s offer within the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX time period, BPA is free to PIIabandon the respective Patent. Further, to the extent reasonablepermissible under the Antares License Agreement, BPA agrees to use good faith efforts to persuade Antares to add independent claims that solely cover estrogen-only products to any U.S. patent applications within thirty (30) days (or such shorter period as the Patents. The cost and expense associated therewith shall be required borne and reimbursed by Company. BPA shall use Commercially Reasonable Efforts to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt maintain all of the applicable draft. If PII decides not Patents in common ownership, where common ownership is required by one or more terminal disclaimers in the Territory, whether the terminal disclaimer refers to file or maintain any Joint Patent, on a country-by-country basis patents or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainapplications.

Patent Prosecution. (a) PII 8.1 Northwestern shall apply for, seek prompt issuance of, and maintain during the term of this Agreement the Patent Rights in the United States and in the foreign countries listed in Exhibit A hereto. The filing, registration, prosecution, and maintenance of all Patent Rights shall be the primary responsibility of Northwestern; provided, however, Licensee shall have reasonable opportunities to advise Northwestern and shall cooperate with Northwestern in such prosecution, filing and maintenance. 8.2 Licensee agrees to pay for one-third (1/3) of all necessary and reasonable out-of-pocket legal expenses incurred prior to the right Effective Date by Northwestern in obtaining and obligation maintaining Patent Rights. Licensee shall reimburse Northwestern for such expenses within thirty (30) days of receiving an itemized invoice for payment thereof. For all necessary and reasonable out-of-pocket legal expenses incurred after the Effective Date by Northwestern in obtaining and maintaining Patent Rights, Licensee agrees to control pay the lesser of one-third (1/3) or a pro rata share of such expenses, where such pro rata share is determined by the number of third parties with option or license to any and/or all of the Patent Rights hereunder at the time Northwestern invoices Licensee for such expenses ("Third Party Rights"). On a monthly basis, Northwestern shall submit to Licensee an itemized invoice for such expenses incurred during the prior month period, together with documentation in a form reasonably acceptable to Licensee for applicable services with respect to such expenses rendered by third party vendors, and the number of Third Party rights then in effect. Licensee shall reimburse Northwestern the applicable amount of such expenses within thirty (30) days of receiving an invoice for payment thereof. Licensee may raise any objections to such amounts invoiced within the thirty (30) day time period for payment. 8.3 Northwestern shall permit Licensee to provide comments and suggestions with respect to the selection of patent counsel, preparation, filing, prosecution, and maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained which comments and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as suggestions shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-considered by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain.

Patent Prosecution. QED will have the right to control Prosecution and Maintenance of the Novartis Patents on Exhibit B-1 at QED’s expense. Novartis will have the initial right to control Prosecution and Maintenance of the Novartis Patents on Exhibit B-2 and Novartis Additional Patents at Novartis’ expense, using counsel reasonably acceptable to QED. Novartis will keep QED informed of important issues relating to the Prosecution and Maintenance of the Novartis Patents on Exhibit B-2, and will furnish to QED copies of documents relevant to such Prosecution and Maintenance in sufficient time, but no later than 14 days, prior to the filing of such document to allow for review and comment by QED and Novartis will reasonably consider all of such comments. Novartis will notify QED of any decision not to continue to pay the expenses of Prosecution and Maintenance of any Novartis Patent on Exhibit B-2 or any Novartis Additional Patent that has been identified in writing by QED pursuant to Section 2.1(c) (a) PII or to otherwise abandon their prosecution or maintenance), which notice must be delivered at least 60 days prior to any payment due date or the relevant action’s due date. In such event, QED, at its sole discretion and expense, shall have the right to continue Prosecution and obligation to control the preparationMaintenance of such Novartis Patent on Exhibit B-2 or such Novartis Additional Patents (as applicable) in such country. If QED undertakes such Prosecution and Maintenance, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(aa) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall Novartis will provide PII any QED all reasonable assistance and cooperation in relation thereto, including providing any necessary powers of attorney and any other required documents or instruments; and (b) with respect to perfect the RBX Novartis Additional Patents, such Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required thereafter be deemed to meet a filing deadline, but be Novartis Patents and deemed to be included in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainExhibit B-1.

Patent Prosecution. (a) PII LICENSEE shall have the right first right, but not the obligation, to prepare, file, prosecute (including to seek extensions of), maintain and obligation defend all pending patent applications and patents comprising Licensed Patents (including any inter partes and opposition proceedings relative to control Licensed Patents). LICENSOR shall reasonably cooperate with LICENSEE in the preparation, filing, prosecution, maintenance and defense of RBX the Licensed Patents. PII shall control Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of LICENSOR and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the preparation, filing, prosecution, maintenance and defense of patent applications directed any Licensed Patents in any country. If LICENSEE elects not to Joint Patent Rights. file, prosecute, maintain and defend any of the Licensed Patents, LICENSOR may (“Joint Patents”but shall not be obligated to). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous mannerupon notice to LICENSEE, consistent with the efforts it ordinarily devotes to the preparation, undertake such filing, prosecution, maintenance and defense of such Licensed Patents at LICENSOR’s sole cost and expense, subject to LICENSEE’s prior written consent, not to be unreasonably withheld. LICENSEE may prepare, file, prosecute, maintain and defend all Licensed Patents using counsel of its own patents and intellectual propertychoice. RBX In the event that LICENSEE changes counsel for any reason, LICENSEE shall replace such counsel with new counsel of its choice that is reasonably acceptable to LICENSOR, provided, however, that if LICENSOR rejects the choice of new counsel by LICENSEE [***], then LICENSEE shall be free, in its sole discretion, [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. GU Reference: 2016-058 to choose an attorney of its choice. LICENSEE shall instruct counsel to promptly provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX LICENSOR with drafts copies of all proposed patent filings (including, without limitation, patent applications, amendments relevant documentation so that LICENSOR may be currently and responses to official actions) at least thirty (30) days before filing promptly informed and shall take into account any comments provided by RBX to PII, to appraised of the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadlineprosecution of Licensed Patents, but in no event less than fifteen (15) days) after RBX’s receipt case [***] in advance of the applicable draft. If PII decides any deadline for filing a response, and so that LICENSOR may comment upon such documentation sufficiently in advance of any final deadline for filing a response, provided, however, that if LICENSOR has not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of commented upon such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating documentation [***] to the Joint Patents (includingfinal deadline for filing a response, LICENSEE shall be free to respond appropriately without limitationwaiting for LICENSOR’s comments, patent applicationsif any. LICENSEE shall, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any in good faith, consider all reasonable comments provided by RBX LICENSOR. LICENSEE shall not finally and irrevocably cancel all Valid Claims in a Licensed Patent without LICENSOR’s prior written consent, not to PIIbe unreasonably withheld, it being understood that abandonment of a Licensed Patent shall not be deemed a cancellation of all Valid Claims in such Licensed Patent if a continuation or similar application claiming priority (directly or indirectly) to the extent reasonable, within thirty (30) days (such Licensed Patent is filed and which continuation or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt other application includes one or more Valid Claims of the applicable draftabandoned Licensed Patent. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII Both parties hereto shall give RBX reasonable notice keep this documentation in confidence in accordance with the provisions of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainArticle 12 herein.

Patent Prosecution. (a) PII shall have As between the parties and to the extent that BPA has the right and obligation to control do so under the Prime License Agreement: (i) BPA shall be responsible for the preparation, filing, prosecutionprosecution and maintenance of the Patents in the Territory; provided, maintenance however, that Company shall reimburse BPA for any such costs and defense (ii) BPA shall reasonably cooperate with Company to seek Company’s input and comments on prosecution strategy, and shall provide Company with a copy of RBX Patentseach submission made by BPA to a patent authority in the Territory regarding a Patent. PII shall control Notwithstanding anything in the preparationforegoing, filingif BPA (and any [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, prosecution, maintenance and defense of patent applications directed to Joint Patent RightsAS AMENDED. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent A COPY OF THIS EXHIBIT WITH ALL SECTIONS INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] third party with the efforts it ordinarily devotes right to prosecute or maintain any Patent under the preparationPrime License Agreement) determines in its sole discretion to abandon or not maintain such Patent anywhere in the Territory, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX then BPA shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX Company with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days prior written notice before filing any relevant deadline relating to the relevant Patent and shall take into account any comments provided offer in writing to Company the transfer of the respective Patent (if owned by RBX BPA) or transfer of the right to PII, prosecute and maintain the relevant Patent (if in-licensed to BPA). In the extent reasonable, event Company accepts such offer to transfer the Patent within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draftoffer, BPA shall take all measures necessary for the transfer and assignment of the Patent to Company and shall execute all documents necessary therefore. If PII decides In the event Company does not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to accept BPA’s offer within the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX time period, BPA is free to PIIabandon the respective Patent. Further, to the extent reasonablepermissible under the Prime License Agreement, BPA agrees to use good faith efforts to persuade Antares to add independent claims that solely cover estrogen-only products to any U.S. patent applications within thirty (30) days (or such shorter period as the Patents. The cost and expense associated therewith shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same borne and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainreimbursed by Company.

Patent Prosecution. (a) PII Amgen shall have the exclusive right to prepare, file, prosecute, defend and obligation maintain (including using outside counsel selected by Amgen and reasonably satisfactory to control Memory) all Memory Patent Rights to the extent related to PDE10 or to the extent related to PDE10 inhibitors or modulators, including methods of use, methods of manufacture and compositions of matter relating to such inhibitors or modulators, Base Patents and Joint Patent Rights (including their issuance, reissuance, reexamination and the defense of any interference, revocation or opposition proceedings), in Amgen's reasonable judgment and at Amgen's sole expense. Promptly after the Effective Date, but in any event within [*] days after the Effective Date, Memory shall deliver to Amgen all records, correspondence and other information in its possession required to enable the preparation, filing, prosecution, defense and maintenance of such Memory Patent [*] CONFIDENTIAL TREATMENT IS REQUESTED Rights (including the Base Patents); provided, however, that all such Memory Patent Rights (including the Base Patents) will remain in the name of Memory. Memory shall use its reasonable best efforts to obtain any records, correspondence and defense of RBX Patents. PII shall control other information not in its possession that are required to enable the preparation, filing, prosecution, defense and maintenance of such Memory Patent Rights (including the Base Patents), and defense to promptly deliver such to Amgen. Amgen shall, to the extent reasonably requested by Memory, use diligent efforts to file divisionals, or take other reasonable action, to separate any patent claims of a Memory Patent Right that do not relate to PDE10 or to PDE10 inhibitors or modulators. Amgen shall promptly furnish Memory with copies of all correspondence relating to such Memory Patent Rights (including the Base Patents) to and from patent applications directed offices throughout the Territory and provide Memory a reasonable time to Joint offer its comments before Amgen makes a material submission to a patent office, provided, however, that in the event that delay would jeopardize any potential Patent RightsRight, Amgen shall have the right to proceed without awaiting Memory's comments. (“Joint Patents”)Memory shall offer its comments promptly or indicate promptly in writing that it waives the right to do so with respect to each such material submission. In discharging making its obligations under this Section 7.03(a) PII decision whether to prosecute a patent, Amgen shall exercise diligent effortsact in the best interests of the potential Products and actual Products. Memory will cooperate and provide such assistance as Amgen may reasonably request regarding the transition, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance prosecution and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX such Memory Patent Rights (including the Base Patents) and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts Rights (including executing such documents and taking such other actions as may be reasonably requested by Amgen), provided that no actions, including any execution of all proposed patent filings (includingdocuments, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadlineinconsistent with this Agreement or increase any economic burdens of Memory (except for any increases which in the aggregate are immaterial). Notwithstanding the foregoing, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII Amgen shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and prosecute patent applications to RBX that RBX elects to file or maintainfor [*] chemical families described in Schedule 9.2-A attached hereto (the "REQUIRED PATENT PROSECUTIONS") in [*] the countries listed on Schedule 9.2-B attached hereto, [*].

Patent Prosecution. CHOP shall be responsible for, and shall reasonably pursue the preparation of, and shall control the preparation and prosecution of all patent applications and the maintenance of all patents related to CHOP INTELLECTUAL PROPERTY and JOINT INTELLECTUAL PROPERTY. SPONSOR agrees to reimburse CHOP for all reasonable documented expenses, including, but not limited to, legal fees, filing and maintenance fees or other governmental charges incurred in connection with the preparation, filing and prosecution of the patent applications and maintenance of the patents that SPONSOR requested CHOP to file and prosecute under Section 5.1; provided that (a) PII SPONSOR may decline to reimburse CHOP for the filing, prosecution and maintenance costs in any jurisdiction, in which case SPONSOR shall not have any obligation to reimburse CHOP for such costs and instead CHOP may pay such costs and the applicable patent applications in the applicable country shall be excluded from SPONSOR's options and right of first refusal under ARTICLE 6, (b) if, following SPONSOR’s exercise of its option under Section 6.1with respect to patent applications or patents contemplated by this Section 5.3, SPONSOR and CHOP do not enter into an exclusive license with respect thereto, SPONSOR shall have no responsibility for the right costs and expenses of the patent applications or patents for which SPONSOR exercised its option and incurred after the expiration of the applicable negotiation period, and (c) SPONSOR shall have no obligation to control reimburse for the preparation, filing, prosecution, maintenance costs and defense expenses of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed or patents for which SPONSOR declines to Joint Patent Rightsexercise its option and incurred after the earlier of expiration of the applicable option period or the date on which SPONSOR declined to exercise its option. (“Joint Patents”). In discharging its obligations SPONSOR shall reimburse CHOP for expenses under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts 5.3 for which it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, is responsible within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s of receipt of invoice by CHOP requesting reimbursement. With respect to the applicable draft. If PII decides not patents that SPONSOR is reimbursing CHOP for the expenses thereof, CHOP shall furnish copies of any and all such patent applications including any related prosecution documents in a timely manner to file or maintain any RBX Patent SPONSOR, shall provide SPONSOR an opportunity to comment on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt the prosecution of such notice, RBX may, at its expense, file or maintain cases and consider such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintaingood faith.

Patent Prosecution. It is the intention of the parties to secure broad patent protection for discoveries and inventions made in connection with the Collaboration. Allergan shall be responsible for the filing, prosecution and maintenance at Allergan’s sole cost of all Allergan Patents, and all Collaboration Patents or ACADIA Patents to the extent the claims filed in the Collaboration Patents or ACADIA Patents are limited to the Field or Collaboration Lead Compounds. Except for those patents or patent applications described above, ACADIA shall be responsible for the filing, prosecution and maintenance of all ACADIA Patents and all Collaboration Patents. Allergan shall reimburse ACADIA for [···***···] of all reasonable out of pocket legal expenses incurred by ACADIA that are associated with the filing and prosecuting of (ai) PII all Collaboration Patent(s) and (ii) any ACADIA Patents having claims covering [···***···] Muscarinics that are useful in the Field. In the event that ACADIA elects to ***Certain confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. assign, including an assignment pursuant to the provisions of Section 15.7, its right to file, prosecute and maintain Collaboration Patents or ACADIA Patents having claims covering Collaboration Lead Compounds or their use thereof in the Field, then Allergan may, except in the case of an assignment by ACADIA to any Affiliate, to a special purpose corporation or similar entity which assignment is permitted under Section 15.7, assume responsibility for the filing, prosecution and maintenance of such Collaboration Patents and/or ACADIA Patents at Allergan’s own expense, provided, however, that if Allergan’s assumption of such responsibilities would impair a transaction permitted under Section 15.7 then Allergan shall negotiate in good faith to remedy such impairment. Each party shall consider in good faith the requests and suggestions of the other party with respect to strategies for filing and prosecuting patent applications, and, in particular, ACADIA agrees that, at Allergan’s request, and to the extent practicable and that such activities do not materially diminish ACADIA’s overall patent estate, patent applications for Collaboration Patents or ACADIA Patents will be filed with claims limited to the Field or Collaboration Lead Compounds, provided however, that in the event that Allergan designates a Collaboration Lead Compound and provides notice to ACADIA that Allergan desires to file a patent application for Collaboration Patents or ACADIA Patents covering such Collaboration Lead Compound, Allergan shall not make such filing for a period of [···***···] following such notice to ACADIA, without prior written consent by ACADIA. Each party shall keep the other party informed of progress with regard to the filing, prosecution and maintenance of patent applications and patents subject to this Section 9.2. In the event a party is responsible for the filing, prosecution and maintenance of patent applications or patents hereunder, and elects, other than as provided above, not to do so, it shall inform the other party at least [···***···] before any relevant deadline for filing or other action and transmit all information reasonable and appropriate relating to such patent or patent application, and such other party shall then have the right to file, prosecute and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of maintain such patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII , in which case the party declining to continue such patent applications and patents shall provide RBX with drafts of all proposed assign its rights in such patent filings relating applications and patents to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainother party.

Patent Prosecution. (a) PII Cellectis Patent(s). Cellectis will be responsible, at its own cost for preparing, filing, prosecuting and maintaining all Cellectis Patents and conducting any interferences, [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. re-examinations, reissues and oppositions relating to such Patents. Cellectis shall seek patent protection on all Cellectis Patents. Cellectis and its Affiliates have the right and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes cease all activities relating to the preparation, filing, prosecution, prosecution and/or maintenance and defense of any Patents as provided in this Section 7.2(a) if Cellectis or its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect Affiliates question the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt patentability of such noticePatents and/or such Patents do not cover Pre-Candidate Product, RBX Candidate Product or Product, in which case Cellectis will promptly inform Servier of such planned cessation and Servier may, upon providing written notice to Cellectis, at its expenseown choice, file either assume responsibility, at Cellectis’ costs for the preparation, filing, prosecution and/or maintenance of such Patents, or maintain such applications rescind this Agreement. With respect to Patents within the Cellectis Patents that cover specifically and solely a Candidate Product or patents a Product (“Product Patents”), Cellectis remains solely responsible for preparing, filing, prosecuting, and maintaining Product Patents aiming to cover a Pre-Candidate Product, Candidate Product and/or Product in [***] (“Initial Countries”) at its own expensecosts up to the exercise of the Option to License for the corresponding Candidate Product. PII For clarity, Cellectis would seek for patent validation for Pre-Candidate Products and Candidate Products in [***]. Before the exercise of the Option to License, should Servier wish to have the patent protection of Product Patents extended in territories other than the Initial Countries (the “Additional Countries”), it shall provide RBX inform Cellectis of its wish, by providing a written notice at least [***] in advance of the deadline for filing in such Additional Countries, a list of the Additional Countries. Cellectis will then seek patent protection for such requested Additional Countries, provided that Servier shall reimburse Cellectis any reasonable costs and expenses (including patent attorney costs) incurred by Cellectis in connection with drafts such extension. Cellectis shall further regularly inform Servier in due time with respect to the prosecution actions (including office actions or official actions from patent offices of such Additional Countries) and any required action in connection with the maintenance of such Cellectis Patents in the Initial Countries and Additional Countries. After exercise of the Option to License, with respect to Product Patents, Servier shall have the first right and responsibility at its own cost for preparing, filing, prosecuting and maintaining all proposed such Patents, provided that Servier shall copy Cellectis on any material correspondence with its intellectual property counsel and consult Cellectis for any draft correspondence to be exchanged with patent filings offices. If Servier intends to cease prosecuting any such Patents, it shall inform Cellectis with sufficient advance notice to allow Cellectis to take over such prosecution if Cellectis so wishes. Servier shall not take any actions which can materially affect the scope, the validity and enforceability of the Product Patents, without Cellectis’ prior written consent. For sake of clarity, Cellectis remains fully responsible for the Cellectis Patents that does not cover specifically and solely a Pre-Candidate or a Candidate Product (“Platform Patents”), provided that Cellectis shall regularly inform Servier in due time with respect to the prosecution actions (including office actions or official actions from worldwide patent offices) and any required action in connection with the maintenance of such Platform Patents. [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (b) Servier Patent(s). Servier will be responsible, at its own cost for preparing, filing, prosecuting and maintaining all Patents covering the Servier Patents and conducting any interferences, re-examinations, reissues and oppositions relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainPatents.

Patent Prosecution. (a) PII shall have As between the parties and to the extent that BPA has the right and obligation to control do so under the Prime License Agreement: (i) BPA shall be responsible for the preparation, filing, prosecutionprosecution and maintenance of the Patents in the Territory; provided, maintenance however, that Company shall reimburse BPA for any such costs and defense (ii) BPA shall reasonably cooperate with Company to seek Company’s input and comments on prosecution strategy, and shall provide Company with a copy of RBX Patentseach submission made by BPA to a patent authority in the Territory regarding a Patent. PII shall control Notwithstanding anything in the preparationforegoing, filing, prosecution, maintenance if BPA (and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent any third party with the efforts it ordinarily devotes right to prosecute or maintain any Patent under the preparationPrime License Agreement) determines in its sole discretion to abandon or not maintain such Patent anywhere in the Territory, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX then BPA shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX Company with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days prior written notice before filing any relevant deadline relating to the relevant Patent and shall take into account any comments provided offer in writing to Company the transfer of the respective Patent (if owned by RBX BPA) or transfer of the right to PII, prosecute and maintain the relevant Patent (if in-licensed to BPA). In the extent reasonable, event Company accepts such offer to transfer the Patent within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draftoffer, BPA shall take all measures necessary for the transfer and assignment of the Patent to Company and shall execute all documents necessary therefore. If PII decides In the event Company does not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to accept BPA’s offer within the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX time period, BPA is free to PIIabandon the respective Patent. Further, to the extent reasonablepermissible under the Prime License Agreement, BPA agrees to use good faith efforts to persuade Antares to add independent claims that solely cover estrogen-only products to any U.S. patent applications within thirty (30) days (or such shorter period as the Patents. The cost and expense associated therewith shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same borne and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainreimbursed by Company.

Patent Prosecution. (a) PII LICENSORS shall have the right sole and obligation exclusive right, except as otherwise provided below, to control file, prosecute and maintain any patents with claims covering inventions in the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Licensed Patent Rights. LICENSORS shall use good faith, diligent efforts to file, prosecute, and maintain such patents, including Supplementary Protection Certificates (“Joint PatentsSPC”), and shall consider the best interest of both LICENSEE and LICENSORS in so doing. In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained As of the first day of January 2007 LICENSEE will bear LICENSORS' external attorneys’ costs and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, official fees necessary for filing, prosecution, maintenance prosecuting and defense of its own patents and intellectual property. RBX shall provide PII maintaining any reasonable assistance required to perfect patent claims covering inventions in the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Licensed Patent Rights. PII LICENSORS' internal costs will be borne by themselves. At the end of each calendar quarter LICENSORS shall send LICENSEE a detailed specification of external costs and fees incurred in that quarter, if any. Upon receipt of such specification LICENSEE shall pay the external costs and fees within one month to the invoicing LICENSOR. Upon request from the LICENSEE, the invoicing LICENSOR shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments invoices or other documents evidencing the external costs and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draftfees. If PII decides not LICENSORS decline to file or prosecute a patent or SPC application or maintain a patent within the Licensed Patent Rights, LICENSORS shall timely, at least three months before any RBX Patent relevant deadline, notify LICENSEE and LICENSEE may thereafter file and prosecute at its expense a patent or SPC application or maintain a patent claiming such invention. LICENSORS shall in such case provide to LICENSEE all necessary assistance, in particular assignment declarations and copies of all relevant patent office correspondence and copies of the relevant patent application and all patent documents. As a result of its maintenance of such patents or filing and or prosecution of such patent or SPC applications (or paying any fees according to this Clause), LICENSEE shall obtain all rights in these patents (including SPCs) and patent applications for that jurisdiction and cease to be obliged to further pay royalties here based on a country-by-country basis said patents (including SPCs) or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file applications prosecuted or maintain such applications or patents maintained at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain.Clause 6.6

Patent Prosecution. (a) PII Institute shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain (i) the Patent Rights existing as of the Original Effective Date and licensed to Licensee hereunder (the “Base Patent Rights”), and (ii) prior to the exercise of the applicable Option, any patents and patent applications arising from activities conducted under the Research Agreement that relate solely to Autologous CTL Products that are (A) EBV-Specific CTL Products (prior to exercise of the EBV Autologous Option), or (B) [ * ]), at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Licensee. Institute will provide Licensee promptly with copies of all relevant documentation so that Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response. Institute agrees that it will incorporate any reasonable comments by Licensee in relation to such prosecution activities, provided that with respect to any claims of the Base Patent Rights that relate directly to Licensed Products or the manufacture or use thereof, Licensee shall have the right to make the final decision regarding prosecution of such claims, including the filing of any new claims relating to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent filed with the efforts it ordinarily devotes Securities and Exchange Commission pursuant to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt Rule 24b-2 of the applicable draftSecurities Exchange Act of 1934, as amended. If PII decides not to file Licensed Products or maintain any RBX Patent on a country-by-country basis the manufacture or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expenseuse thereof. PII shall provide RBX with drafts of Licensee agrees that all proposed patent filings documentation relating to the Joint Patents (including, without limitation, patent applications, amendments prosecution and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to maintenance of the extent reasonable, within thirty (30) days (or such shorter period as Patent Rights shall be required the Confidential Information of both Parties. Without limiting the foregoing, Institute shall use all reasonable efforts to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of amend any patent application to include claims reasonably requested by Licensee to protect the applicable draft. If PII decides not products contemplated to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same be sold under this Agreement and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainthe activities being conducted under the Research Agreement.

Patent Prosecution. (a) PII LICENSORS shall have the right sole and obligation exclusive right, except as otherwise provided below, to control file, prosecute and maintain any patents with claims covering inventions in the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Licensed Patent Rights. LICENSORS shall use good faith, diligent efforts to file, prosecute, and maintain such patents, including Supplementary Protection Certificates (“Joint Patents”). In discharging its obligations under this Section 7.03(a"SPC") PII and Patent Term Extensions ("PTE") and the like, and shall exercise diligent effortsconsider the best interest of both LICENSEE and LICENSORS in so doing; provided, in a sustained and continuous mannerhowever, consistent with the efforts it ordinarily devotes that LICENSOR shall defer to the preparationLICENSEES request as to which patent(s), if any, should be the subject of an application for and/or selection of such SPC, PTE or the like. However, any such request by Licensee to obtain any such Patent Term Extension shall be procured by a mutually agreed external counsel. LICENSEE is solely responsible for providing all information required to obtain any Patent Term Extension, and within the relevant period for such filing, prosecutionto said external counsel including, maintenance but not limited to, the identity of the product subject to regulatory review, the identity of the patent for which extension is being sought and defense the identity of its own patents each claim, all information needed to enable the eligibility of a patent for extension, the description of the activities undertaken by the applicant, or the LICENSEE as the case may be, during the applicable regulatory review period, and intellectual propertyany other information required to obtain said Patent Term Extension. RBX LICENSORS shall provide PII the external counsel all necessary assistance in terms of documentation and declarations that pertain to said patents needed to obtain Patent Term Extension. As of the first day of January 2007 LICENSEE will bear LICENSORS' external attorneys' costs and official fees necessary for filing, prosecuting and maintaining any reasonable assistance required to perfect patent claims covering inventions in the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Licensed Patent Rights. PII LICENSORS' internal costs will be borne by themselves. At the end of each calendar quarter LICENSORS shall send LICENSEE a detailed specification of external costs and fees incurred in that quarter, if any. Upon receipt of such specification LICENSEE shall pay the external costs and fees within one month to the invoicing LICENSOR. Upon request from the LICENSEE, the invoicing LICENSOR shall provide RBX with drafts of all proposed patent filings (includinginvoices or other documents evidencing the external costs and fees. Notwithstanding the foregoing, without limitation, patent applications, amendments and responses the cost incurred by an external counsel retained to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as procure a Patent Term Extension shall be required to meet a filing deadlineinvoiced to, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draftand paid for directly, by LICENSEE. If PII decides not LICENSORS decline to file or prosecute a patent or maintain a patent within the Licensed Patent Rights, LICENSORS shall timely, at least three months before any RBX Patent relevant deadline, notify LICENSEE and LICENSEE may thereafter file and prosecute at its expense a patent or application or maintain a patent claiming such invention. LICENSORS shall in such case provide to LICENSEE all necessary assistance, in particular assignment declarations and copies of all relevant patent office correspondence and copies of the relevant patent application and all patent documents. As a result of its maintenance of such patents or filing and or prosecution of such patent applications (or paying any fees according to this Clause), LICENSEE shall obtain all rights in these patents (including SPCs and PTEs and the like) and patent applications for that jurisdiction and cease to be obliged to further pay royalties here based on a country-by-country basis said patents (including SPCs, PTEs and the like) or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file applications prosecuted or maintain such applications or patents maintained at its own expense. PII shall provide RBX with drafts Clause 9.3.1 of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as License Agreement shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of deleted and replaced with the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain.following:

Patent Prosecution. 7.1 Licensor shall apply for, seek prompt issuance of, and maintain during the term of this Agreement the patents, patent applications and foreign counterparts, as the case may be, included within the Licensed Patents that are (a) PII shall have specifically identified by patent number or application serial number in paragraph 1.1 of this Agreement, or (b) timely identified or specified by Licensee by notice to Licensor. Except as provided in Section 7.4, the right prosecution and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments foreign counterparts and responses patents within the Licensed Patents shall be the primary responsibility of Licensor; provided, however, that Licensee shall be afforded reasonable --------- ------- opportunities to official actions) at least thirty (30) days before filing advise Licensor and shall take into account any comments cooperate with Licensor in such prosecution and maintenance. 7.2 Except as provided in Section 7.4, Licensee shall reimburse Licensor for all reasonable out-of-pocket fees, costs and expenses reasonably paid or incurred by RBX Licensor in filing, prosecuting and maintaining the Licensed Patents during the term of this Agreement. Licensee shall deliver such reimbursement to PIILicensor (or, if Licensor requests, directly to the extent reasonable, Licensor's patent counsel) within thirty (30) days after Licensor (or such shorter period as shall be required Licensor's patent counsel) notify Licensee from time to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt time of the applicable draftamount of such fees, costs and expenses which have been paid or incurred by Licensor. 7.3 Licensor shall promptly advise Licensee of the grant, lapse, revocation, surrender, any threatened invalidation of or of their intention to abandon any such patent, application or foreign counterpart. If PII decides Licensor advises Licensee of its intention not to file pursue a patent on any Licensed Technology or maintain to abandon any RBX Patent on a country-by-country basis such patent, application or patent family basisforeign counterpart, PII Licensee shall give RBX reasonable notice of same and after receipt of such noticehave the right, RBX may, at its expense, file or maintain such applications or patents at its own expense, to pursue such patent, application or foreign counterpart, and all rights resulting therefrom shall vest in Licensee alone. PII 7.4 Licensee shall provide RBX with drafts of all proposed designate each country, if any, in which Licensee desires that patent filings relating application(s) corresponding to the Joint Licensed Patents (including, without limitation, be filed. Licensee shall pay all costs and legal fees associated with the preparation and filing of such designated foreign patent applications, amendments and responses such applications shall be in Licensor's name. Licensor may elect to official actions) at least file corresponding patent applications in countries other than those designated by Licensee, but in that event Licensor shall be responsible for all costs associated with such non-designated filings. Licensor will notify Licensee that it intends to make such filings. Licensee will then have thirty (30) days before filing to decide to pay for such filings and shall take into account prosecutions. If it does not decide to pay for such applications within the 30-day period, neither of such applications nor any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as patents that issue thereon shall be required considered to meet a filing deadlinebe Licensed Patents, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not and Licensee shall forfeit its rights under this Agreement with respect to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and unless it can demonstrate that filing patent applications to RBX that RBX elects to file or maintainin such countries is not commercially feasible for the Licensed Product(s).

Patent Prosecution. (a) PII Cellectis Patent(s). Cellectis will be responsible, at its own cost for preparing, filing, prosecuting and maintaining all Cellectis Patents and conducting any interferences, re-examinations, reissues and oppositions relating to such Patents. Cellectis shall seek patent protection on all Cellectis Patents. Cellectis and its Affiliates have the right and obligation to control the preparation, filing, prosecution, maintenance and defense of RBX Patents. PII shall control the preparation, filing, prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes cease all activities relating to the preparation, filing, prosecution, prosecution and/or maintenance and defense of any Patents as provided in this Section 7.2(a) if Cellectis or its own patents and intellectual property. RBX shall provide PII any reasonable assistance required to perfect Affiliates question the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt patentability of such noticePatents and/or such Patents do not cover Pre-Candidate Product, RBX Candidate Product or Product, in which case Cellectis will promptly inform Servier of such planned cessation and Servier may, upon providing written notice to Cellectis, at its expenseown choice, file either assume responsibility, at Cellectis’ costs for the preparation, filing, prosecution and/or maintenance of such Patents, or maintain such applications rescind this Agreement. With respect to Patents within the Cellectis Patents that cover specifically and solely a Candidate Product or patents a Product (“Product Patents”), Cellectis remains solely responsible for preparing, filing, prosecuting, and maintaining Product Patents aiming to cover a Pre-Candidate Product, Candidate Product and/or Product in [***] (“Initial Countries”) at its own expense. PII shall provide RBX with drafts of all proposed patent filings relating costs up to the Joint exercise of the Option to License for the corresponding Candidate Product. For clarity, Cellectis would seek for patent validation for Pre-Candidate Products and Candidate Products in [***]. Before the exercise of the Option to License, should Servier wish to have the patent protection of Product Patents extended in territories other than the Initial Countries (includingthe “Additional Countries”), it shall inform Cellectis of its wish, by providing a written notice at least [***] in advance of the deadline for filing in such Additional Countries, a list of the Additional Countries. Cellectis will then seek patent protection for such requested Additional Countries, provided that Servier shall reimburse Cellectis any reasonable costs and expenses (including patent attorney costs) incurred by Cellectis in connection with such extension. Cellectis shall further regularly inform Servier in due time with respect to the prosecution actions (including office actions or official actions from patent offices of such Additional Countries) and any required action in connection with the maintenance of such Cellectis Patents in the Initial Countries and Additional Countries. After exercise of the Option to License, with respect to Product Patents, Servier shall have the first right and responsibility at its own cost for preparing, filing, prosecuting and maintaining all such Patents, provided that Servier shall copy Cellectis on any material correspondence with its intellectual property counsel and consult Cellectis for any draft correspondence to be exchanged with patent offices. If Servier intends to cease prosecuting any such Patents, it shall inform Cellectis with sufficient advance notice to allow Cellectis to take over such prosecution if Cellectis so wishes. Servier shall not take any actions which can materially affect the scope, the validity and enforceability of the Product Patents, without limitationCellectis’ prior written consent. For sake of clarity, patent applicationsCellectis remains fully responsible for the Cellectis Patents that does not cover specifically and solely a Pre-Candidate or a Candidate Product (“Platform Patents”), amendments and responses to official actions) at least thirty (30) days before filing and provided that Cellectis shall take into account any comments provided by RBX to PII, regularly inform Servier in due time with respect to the extent reasonable, within thirty prosecution actions (30including office actions or official actions from worldwide patent offices) days (or such shorter period as shall be and any required to meet a filing deadline, but action in no event less than fifteen (15) days) after RBX’s receipt of connection with the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt maintenance of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintainPlatform Patents.