Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) As between the Parties, (i) Zai shall have the first right to file, prosecute and maintain (1) any Licensed Product Patents, including those identified as such in Exhibit A, [***]. (b) For clarification, any Licensed Patents that claim [***] will not fall into the condition of item (i)(1) or item (i)(2) of Section 5.2(a). MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party shall consult with the other Party and keep the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, and the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents in the Territory at the other Party’s own expense. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between Phytera shall be responsible for preparing, filing, prosecuting, maintaining and taking such other actions as are reasonably necessary or appropriate with respect to the PartiesPhytera Patents and any patentable inventions encompassed by Phytera Technology and Phytera Program Technology, (i) Zai excluding jointly invented Program Technology. Lilly shall have be responsible for preparing, filing, prosecuting, maintaining and taking such other actions as are reasonably necessary or appropriate with respect to the first right to Lilly Patents and any patentable inventions encompassed by Lilly Technology and Lilly Program Technology, which shall include, without limitation, patents which Cover Research Compounds, Closely Related Derivatives and Products and jointly invented Program Technology. The Parties shall agree upon the countries for which patent coverage as described in this Article 4 should be sought and the responsible Party shall prepare, file, prosecute and maintain (1) any Licensed Product Patentspatents in accordance with that agreement, including those identified as such in Exhibit A, [***]. (b) For clarification, any Licensed Patents that claim [***] will not fall into subject to the condition of item (i)(1) or item (i)(2) provisions of Section 5.2(a4.1(e) below; provided, however, that the responsible Party shall at a minimum be required to seek patent coverage in the United States, Japan and the European Economic Community. To the extent either Party desires to engage external counsel in connection with activities described in this Section 4.1(c), the engaging Party will consult the other Party with respect to its choice of external patent counsel. MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party shall consult with the other Party and also keep the other Party reasonably continuously informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect significant matters relating to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due datepreparation, or any other due date that requires actionfiling, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, patents and the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents in the Territory at the other Party’s own expense. (e) patent applications covered by this Agreement. Each Party shall provide the other Party all reasonable assistance and cooperation with copies of any substantial prosecution papers within thirty (30) days of receipt. Each Party shall endeavor in the patent prosecution good faith to coordinate its efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by with those of the other Party (if applicable); to minimize or avoid interference with the prosecution of the other Party's patent applications. To the extent practicable, each Party shall provide the Research Team with a copy of any patent application which first discloses any specific Program Technology, prior to filing the first of such applications in any jurisdiction, for review and (ii) providing any necessary powers of attorney and executing any comment by the Research Team. Each Party shall minimally provide the other required documents Party with written notice regarding the subject matter within Program Technology that such Party plans to claim in a patent application or instruments for such prosecutionprovisional.

Patent Prosecution. The Parties intend to establish broad patent protection for Collaboration Compounds and other patentable inventions arising from the Research. Miles shall supervise and direct patenting of all patentable inventions conceived in the course of and within the scope of the Research and reduced to practice during the Research Term or within one year thereafter by employees of both Parties (a) As between the Parties“Inventions”). Miles shall file and prosecute all patent applications covering Inventions. All internal costs and expenses of prosecuting such patent applications covering Inventions shall be borne by [ * ]. All [ * ], (i) Zai for prosecuting such applications on Inventions shall have the first right be paid by [ * ] and be [ * ]. Miles shall give Onyx copies of all such applications and related correspondence, in sufficient time to file, prosecute and allow Onyx reasonably to comment thereon. Miles shall maintain (1) any Licensed Product Patents, including those identified as such in Exhibit A, [***]. (b) For clarification, any Licensed all Patents that claim [***issue on such applications. The external costs and expenses in relation thereto shall be borne by [ * ] will not fall into the condition of item (i)(1) or item (i)(2) of Section 5.2(a)and be [ * ]. MediLink shall have the first right to file[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, prosecute and maintain such Licensed Patents [***]. (c) MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. Each Party shall consult may make its own decision regarding filing and prosecuting applications for Patents on inventions made solely by such Party, except with respect to inventions owned by the other Party and keep the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewithpursuant to Section 20.1(b), provided that for which such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, and the other Party shall have the right to continue prosecution or maintenance of file and prosecute patent applications. All such Licensed Patents applications shall be [ * ]. Prior to such filing, the Parties will consult with each other to facilitate uniformity and efficiency in the Territory at the other Party’s own expense. (e) filing and prosecution of applications to obtain Patents. Each Party shall provide be responsible for all costs of prosecuting and maintaining any applications and patents it files hereunder. If a Party decides not to file or maintain an application or patent in any country on an invention hereunder, it shall give the other Party all reasonable assistance and cooperation in the patent prosecution efforts under notice to this Section 5.2effect; after that notice, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); may, at its expense, file or maintain such application or patent, and (ii) providing any necessary powers of attorney and executing any the first Party shall assign to such other required documents Party the rights in such application or instruments for such prosecutionpatent.

Patent Prosecution. (a) As between Patent applications and other means of formal protection shall be filed in the Partiesjoint names of the Parties with respect to any such jointly owned IP Rights which the Parties jointly deem to be worthy of seeking any such protection. Consistent with the laws of the countries involved, (i) Zai the Parties shall have jointly determine the country of jurisdiction within which the first right patent application or other such protection shall be filed and, which of the Parties shall be responsible for the preparation and filing of the patent application or other such application. The Parties shall also jointly determine which other countries of jurisdictions any such application shall be filed and which of the Parties shall be responsible for such other filing. If the Parties cannot agree as to filewhether a particular jointly owned IP Rights should be the subject of patent or other formal protection, prosecute or cannot agree upon the countries or jurisdictions within which such application shall be filed, either Party may, on its own, seek such patent or other protection in any desired country or jurisdiction, and maintain (1) any Licensed Product Patentsthe other Parties shall cooperate with the Party seeking such protection. Unless otherwise agreed, including those identified as such in Exhibit Aall patent applications or other formal protection for Jointly Owned IP Rights, whether pursued by all Parties or by one Party, [*** * *]. (b) For clarification, any Licensed Patents that claim [***] will not fall into the condition of item (i)(1) or item (i)(2) of Section 5.2(a). MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party The Parties shall consult with each other no less than once per calendar year for the other Party purpose of identifying jointly owned IP Rights for which protection should be sought, the countries of jurisdictions in which such protection should be sought and keep in equalizing the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority costs involved in the Territory such protection in connection therewith, provided that such provision of correspondence shall not be more than [***]proportion to each Party's benefit. In additioncase a Party is not or no more interested in participating in a patent or patent application, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party it shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has thereof, in writing, at the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due earliest practicable date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party and shall transfer the prosecution and maintenance of such Licensed Patents in the Territory forthwith relinquish to the other PartyParty its rights to such patent or patent application, and then the other Party shall have the right right, at its expenses, to continue prosecution prosecute such application or maintenance of such Licensed Patents in the Territory maintain said patent or patent application. The relinquishing Party agrees, at the other Party’s own expense. (e) Each Party shall provide 's expenses, to co-operate fully with the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by to assist the other Party in obtaining (if by assigning all its rights title and interest in the application)`, maintaining, defending and renewing such patent or patent application. For the purpose of this Section 8.4 "joint" ownership with respect to inventions and copyrights shall be defined in accordance with the then-current United States patent law or copyright law, as applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between The Parties expect that patent applications will be filed and maintained as required to secure the PartiesCollaboration Patent Rights. Celera, with reasonable and timely input from Isis, will be responsible for filing, prosecuting and/or maintaining the Celera Exclusive Collaboration Patents throughout the world. Isis with reasonable and timely input from Celera, will be responsible for filing, prosecuting and/or maintaining the Collaboration Patents other than Celera Exclusive Collaboration Patents throughout the world. Celera and Isis will share equally the costs of filing, prosecuting and/or maintaining such Patent Rights. Notwithstanding the above, either Party may decline to pay its share of the costs for filing, prosecuting and/or maintaining any Collaboration Patent(s) (i) Zai shall a "Declining Party"), in which case such Declining Party will notify the other Party promptly in writing and in good time to enable the other Party to meet any applicable deadlines, and the other Party will have the first right, but not the obligation, to undertake the responsibility for filing, prosecuting and/or maintaining such Collaboration Patents at its own expense, and the Declining Party will reasonably cooperate with and assist the other Party therein. A Declining Party will maintain its license under such Collaboration Patent pursuant to Article 4, except that any right to filegrant sublicenses therein (other than the sublicensing rights set forth in Sections 4.3(a) 4.3(b)), prosecute and maintain (1) any Licensed Product right to receive Licensing Revenue pursuant to Section 7.2 under such Collaboration Patents, including those identified will terminate as of the date a Declining Party provides such in Exhibit Awritten notice. Such terminated sublicense rights shall be granted to the other Party, [***]provided such other Party has exercised its right of filing, prosecuting and/or maintaining such Collaboration Patents. (b) For clarification, any Licensed The Parties anticipate that there may be Joint Patents that claim [***] will arise out of the Collaboration (that do not fall into the condition of item (i)(1) constitute Collaboration Patents or item (i)(2) of Section 5.2(aOligonucleotide Patents). MediLink shall To the extent that such a Joint Patent represents an improvement of one Party's technology and not the other, the Party whose technology is improved will have the first sole right and responsibility, at its own expense, to file, prosecute and maintain such Licensed Patents [***]Joint Patent. To the extent that such a Joint Patent either represents an improvement to both Party's technology or does not improve either Party's technology, the Intellectual Property Committee will determine which of the Parties will be responsible for prosecution, maintenance, enforcement and defense of such Patent and what procedures will be put in place for coordination among the Parties including, without limitation, cost-sharing and input. (c) Each Party shall consult with the other Party Isis will be solely responsible, at its own expense, for prosecution, maintenance, defense and keep the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party enforcement of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, and the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents in the Territory at the other Party’s own expenseOligonucleotide Patents. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. Each Party (a"the filing Party") As between may, at its sole discretion, file, prosecute, maintain and defend against opposition proceedings the PartiesProgram Patents it owns in such countries as the filing Party shall determine. During the term of this Agreement, (i) Zai the filing Party shall, at the reasonable request and expense of the other Party, file for such Program Patents in such countries as the other Party deems necessary to protect its rights under this Agreement, but the rights under such Program Patents shall have continue to be owned by the first right originally filing Party. With respect to jointly-owned Program Patents or Know-how, the owners shall cooperate to file, prosecute prosecute, maintain, abandon (where the Parties agree it would be necessary and maintain (1) any Licensed Product Patentsappropriate to protect trade secret rights), including those identified and defend against opposition proceedings such Program Patents jointly and share or bear the cost thereof as such in Exhibit A, [***]. (b) For clarification, any Licensed Patents that claim [***] will not fall into the condition of item (i)(1) or item (i)(2) of Section 5.2(a)they may agree. MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each The filing Party shall consult with the other Party and keep the other Party reasonably informed apprised of the status of the Licensed Patents each Program Patent and shall provide give reasonable consideration to any suggestions or recommendations of the other Party with all material correspondence received from concerning the preparation, filing, prosecution, maintenance and defense thereof. If, during the term of this Agreement, the filing Party intends to allow any patent authority in Program Patent to lapse or become abandoned without having first filed a substitute, the Territory in connection therewithfiling Party shall, provided that such provision of correspondence shall not be more than [***]. In additionwhenever practicable, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice intention at least [***] sixty (60) days prior to any filing the date upon which such Program Patent shall lapse or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Partybecome abandoned, and the other Party shall have thereupon be entitled to assume responsibility for the right prosecution, maintenance and defense thereof in a particular jurisdiction (unless the filing Party reasonably determines to continue prosecution or maintenance of abandon the Program Patent in order to protect its trade secrets), but such Licensed Patents in the Territory at the other Party’s own expense. (e) Each Party actions shall provide not act to transfer any rights beyond those expressly set out herein, except that if the other Party all reasonable assistance assumes such responsibility it shall be entitled to a non-exclusive, royalty-free license only to such Program Patent and cooperation only in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecutionjurisdiction.

Patent Prosecution. (a) As between the Parties, (i) Zai One party or its designee (the "Prosecuting Party") shall have the first right to pursue patent protection for Joint Innovations, and the other party or its designee (the "Non-Prosecuting Party") agrees to take reasonable action to cooperate with the Prosecuting Party in this regard. The Prosecuting Party for each Joint Innovation shall be mutually determined in accordance with the factors listed below in order of priority: (A) if a Joint Innovation is an improvement to, or is based on or derived from, predominantly one party's patent rights and/or other intellectual property, then such party shall be the Prosecuting Party; and (B) except as set forth in (A) above, if one party is prosecuting or has prosecuted a related patent application which provides a basis for priority for all or part of a Joint Innovation, then such party shall be the Prosecuting Party. If the parties cannot agree on the Prosecuting Party based on the foregoing, then each party shall retain its rights under applicable law to pursue patent or other intellectual property protection for the subject Joint Innovation at its sole expense. The Prosecuting Party shall have the first right to file, prosecute and maintain patent applications and patents for a Joint Innovation. The Non-Prosecuting Party shall promptly reimburse the Prosecuting Party for one-half (11/2) of the Prosecuting Party's out-of-pocket expenses in connection with such activities as they are incurred, provided that if the Non-Prosecuting Party so notifies the Prosecuting Party in writing that it does not wish to reimburse the Prosecuting Party for such expenses, then the Non-Prosecuting Party shall (A) not be responsible for any Licensed Product Patentsfurther costs under this Section 4.3(a) (Patent Prosecution) related to any patent or patent application, including those identified in which case all right, title and interest in and to such patent or application (as the case may be) and any patents issuing thereon shall be solely owned by the Prosecuting Party, and (B) receive a perpetual, irrevocable, worldwide, royalty-free license in and to such in Exhibit A, [***]patent. (bii) For clarificationIn the event the Prosecuting Party fails or declines to take such actions to pursue patent protection with respect to any Joint Innovation in accordance with this Section 4.3(a) (Patent Prosecution), any Licensed Patents that claim [***] will not fall into then the condition of item (i)(1) or item (i)(2) of Section 5.2(a). MediLink Non-Prosecuting Party shall have the first right to file, prosecute and maintain such Licensed Patents patent applications or patents at its sole expense, in which case all right, title and interest in and to such patent or application (as the case may be) and any patents issuing thereon shall be solely owned by the Non-Prosecuting Party and the Prosecuting Party shall receive a perpetual, irrevocable, worldwide, royalty-free license in and to such patent. The Prosecuting Party shall notify the Non-Prosecuting Party at least [*] days (or such shorter period as is reasonably practicable for deadlines not extendable beyond [*] days) prior to the date the next action or filing is due to be taken with respect to a Joint Innovation or a patent application ---------- [*]. (c) Each Party shall consult ] Certain information on this page has been omitted and filed separately with the other Party Securities and keep the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]Exchange Commission. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory Confidential treatment has been requested with respect to the Licensed Patents omitted portions. or patent for a Joint Innovation, if the other Party’s review and comment prior Prosecuting Party does not intend to take any of the submission of foregoing actions with respect to such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting Joint Innovation or such filing and correspondencespatent application or patent. (d) Each Party shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, and the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents in the Territory at the other Party’s own expense. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between 8.3.1 Each party shall promptly notify the Partiesother upon the making, (i) Zai conceiving or reducing to practice of any invention or discovery referred to in Section 8.1. With respect to any such invention, 8.3.1.1 BI shall have the first right right, using in-house or its usual outside legal counsel, to prepare, file, prosecute, maintain and extend patent applications and patents concerning all such inventions and discoveries made jointly by BI and VP, in countries of BI's choice throughout the world; provided BI shall use reasonable efforts to obtain patent protection in the United States, under the European Patent Convention and in Japan. VP shall be designated as a joint owner on jointly owned inventions. BI shall bear all costs and expenses with respect to such preparation, filing, prosecution, maintenance and extension. BI shall solicit VP's advice and review of the nature and text of any joint patent applications and prosecution matters related thereto in reasonably sufficient time prior to filing thereof, and BI shall take into account VP's comments related thereto. 8.3.1.2 Each of BI and VP shall have the first right, using in-house or outside legal counsel selected at their respective sole discretion, to prepare, file, prosecute, maintain and extend patent applications and patents concerning all such inventions and discoveries owned in whole by such party in countries of such party's choice throughout the world, for which such party shall bear all costs and expenses. 8.3.2 If either party to this Agreement elects not to file, prosecute or maintain such PATENT applications or ensuing PATENTS or claims encompassed by such PATENT applications or ensuing PATENTS in any country, each party shall give the other party notice thereof within a reasonable period prior to allowing such PATENT applications or PATENTS or such certain claims encompassed by such PATENT applications or PATENTS to lapse or become abandoned or unenforceable, and the other party shall thereafter have the right, at its sole expense, to prepare, file, prosecute and maintain (1) any Licensed Product Patents, including those identified as PATENT applications and PATENTS or divisional applications related to such claims encompassed by such PATENT applications or PATENTS concerning all such inventions and discoveries in Exhibit A, [***]countries of its choice throughout the world. (b) For clarification, any Licensed Patents that claim [***] will not fall into 8.3.3 In the condition of item (i)(1) or item (i)(2) of Section 5.2(a). MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party shall consult with the other Party and keep the other Party reasonably informed event of the status institution of any suit by a THIRD PARTY against BI, VP or a sublicensee for PATENT infringement involving the Licensed Patents and shall provide manufacture, use, sale, distribution or marketing of PRODUCTS, the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party party sued shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party shall notify the other Party party in writing. BI and VP shall assist one another and cooperate in any such litigation at the other's request without expense to the requesting party. 8.3.4 If either party declines to continue a PATENT effort and the other party elects to continue a PATENT effort at its cost, the declining party shall grant exclusive rights to the electing party and shall transfer its rights in the Joint PATENT Right in question and associated Joint Technology to the electing party. The cost of any decision such exclusivity or transfer shall be borne by the electing party. Prior to cease prosecution such transfer a joint owner shall not exercise its joint ownership rights or maintenance undivided interest outside the specific licensing provisions as set forth hereinabove. 8.3.5 Notwithstanding the provisions of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall Section 8.3.1.1, each party shall, at its own expense, provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory reasonable assistance to the other Partyparty to facilitate filing of all PATENT applications covering inventions referred to in Section 8.1 and shall execute all documents deemed necessary or desirable therefor. 8.3.6 In the event of the institution of any suit by a THIRD PARTY against BI, and VP or their sublicensees for PATENT infringement involving the DISCOVERY, the party sued shall promptly notify the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents party in the Territory at the other Party’s own expensewriting. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between Patent applications and other means of formal protection shall be filed in the Partiesjoint names of the Parties with respect to any such jointly owned IP Rights which the Parties jointly deem to be worthy of seeking any such protection. Consistent with the laws of the countries involved, (i) Zai the Parties shall have jointly determine the country of jurisdiction within which the first right patent application or other such protection shall be filed and, which of the Parties shall be responsible for the preparation and filing of the patent application or other such application. The Parties shall also jointly determine which other countries of jurisdictions any such application shall be filed and which of the Parties shall be responsible for such other filing. If the Parties cannot agree as to filewhether a particular jointly owned IP Rights should be the subject of patent or other formal protection, prosecute or cannot agree upon the countries or jurisdictions within which such application shall be filed, either Party may, on its own, seek such patent or other protection in any desired country or jurisdiction, and maintain the other Parties shall cooperate with the Party seeking such protection. Unless otherwise agreed, all patent applications or other formal protection, whether pursued by all Parties or by one Party, shall be jointly owned by all Parties and all Parties shall be responsible for paying one-half (1) any Licensed Product Patents, including those identified as such in Exhibit A, [***]. (b) For clarification, any Licensed Patents that claim [***] will not fall into the condition of item (i)(1) or item (i)(21/2) of Section 5.2(a)the total cost involved in preparing, filing, prosecuting, issuing and maintaining any such applications and any resulting patents or other protection. MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party The Parties shall consult with each other no less than once per calendar year for the other Party purpose of identifying jointly owned IP Rights for which protection should be sought, the countries of jurisdictions in which such protection should be sought and keep in equalizing the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority costs involved in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]protection. In additioncase a Party is not or no more interested in participating in a patent or patent application, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party it shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has thereof, in writing, at the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due earliest practicable date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party and shall transfer the prosecution and maintenance of such Licensed Patents in the Territory forthwith relinquish to the other PartyParty its rights to such patent or patent application, and then the other Party shall have the right right, at its expenses, to continue prosecution prosecute such application or maintenance of such Licensed Patents in the Territory maintain said patent or patent application. The relinquishing Party agrees, at the other Party’s own expense. (e) Each Party shall provide 's expenses, to co-operate fully with the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by to assist the other Party in obtaining (if by assigning all its rights title and interest in the application), maintaining, defending and renewing such patent or patent application. For the purpose of this Section 5.4 "joint" ownership with respect to inventions and copyrights shall be defined in accordance with the then-current United States patent law or copyright law, as applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between the Parties, (i) Zai One party (the "Prosecuting Party") shall have the first right to pursue patent protection for Joint Innovations, and the other party (the "Non-Prosecuting Party") agrees to take reasonable action to cooperate with the Prosecuting Party in this regard. The Prosecuting Party for each Joint Innovation shall be mutually determined in accordance with the factors listed below in order of priority: (A) if a Joint Innovation is an improvement to, or is based on or derived from, predominantly one party's patent rights and/or other intellectual property, then such party shall be the Prosecuting Party; and (B) except as set forth in (A) above, if one party is prosecuting or has prosecuted a related patent application which provides a basis for priority for all or part of a Joint Innovation, then such party shall be the Prosecuting Party. If the parties cannot agree on the Prosecuting Party based on the foregoing, then each party shall retain its rights under applicable law to pursue patent or other intellectual property protection for the subject Joint Innovation at its sole expense. The Prosecuting Party shall have the first right to file, prosecute and maintain patent applications and patents for a Joint Innovation. The Non-Prosecuting Party shall promptly reimburse the Prosecuting Party for one-half (11/2) of the Prosecuting Party's out-of-pocket expenses in connection with such activities as they are incurred, provided that if the Non-Prosecuting Party so notifies the Prosecuting Party in writing that it does not wish to reimburse the Prosecuting Party for such expenses, then the Non-Prosecuting Party shall (A) not be responsible for any Licensed Product Patentsfurther costs under this Section 9.4(a) (Patent Prosecution) related to any patent or patent application, including those identified in which case all right, title and interest in and to such patent or application (as the case may be) and any patents issuing thereon shall be solely owned by the Prosecuting Party, and (B) receive a perpetual, irrevocable, worldwide, royalty-free license in and to such in Exhibit A, [***]patent. (bii) For clarificationIn the event the Prosecuting Party fails or declines to take such actions to pursue patent protection with respect to any Joint Innovation in accordance with this Section 9.4(a) (Patent Prosecution), any Licensed Patents that claim [***] will not fall into then the condition of item (i)(1) or item (i)(2) of Section 5.2(a). MediLink Non-Prosecuting Party shall have the first right to file, prosecute and maintain such Licensed Patents [***]. patent applications or patents at its sole expense, in which case all right, title and interest in and to such patent or application (cas the case may be) Each and any patents issuing thereon shall be solely owned by the Non-Prosecuting Party and the Prosecuting Party shall consult with the other Party receive a perpetual, irrevocable, worldwide, royalty-free license in and keep the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority in the Territory in connection therewith, provided that to such provision of correspondence shall not be more than [***]. In addition, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondencespatent. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Prosecuting Party shall notify the other Non-Prosecuting Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has the first right to prosecute or maintain. Such Party shall provide such notice at least [***] days (or such shorter period as is reasonably practicable for deadlines not extendable beyond [ * ] days) prior to the date the next action or filing is due to be taken with respect to a Joint Innovation or a patent application or patent for a Joint Innovation, if the Prosecuting Party does not intend to take any filing of the foregoing actions with respect to such Joint Innovation or payment due date, such patent application or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party shall transfer the prosecution and maintenance of such Licensed Patents in the Territory to the other Party, and the other Party shall have the right to continue prosecution or maintenance of such Licensed Patents in the Territory at the other Party’s own expensepatent. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 5.2, including (i) providing any information required for such prosecution as reasonably requested by the other Party (if applicable); and (ii) providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between Patent applications and other means of formal protection shall be filed in the Partiesjoint names of the Parties with respect to any such jointly owned IP Rights which the Parties jointly deem to be worthy of seeking any such protection. Consistent with the laws of the countries involved, (i) Zai the Parties shall have jointly determine the country of jurisdiction within which the first right patent application or other such protection shall be filed and, which of the Parties shall be responsible for the preparation and filing of the patent application or other such application. The Parties shall also jointly determine which other countries of jurisdictions any such application shall be filed and which of the Parties shall be responsible for such other filing. If the Parties cannot agree as to filewhether a particular jointly owned IP Rights should be the subject of patent or other formal protection, prosecute or cannot agree upon the countries or jurisdictions within which such application shall be filed, either Party may, on its own, seek such patent or other protection in any desired country or jurisdiction, and maintain the other Parties shall cooperate with the Party seeking such protection. Unless otherwise agreed, all patent applications or other formal protection, whether pursued by all Parties or by one Party, shall be jointly owned by all Parties and all Parties shall be responsible for paying one-half (1) any Licensed Product Patents, including those identified as such in Exhibit A, [***]. (b) For clarification, any Licensed Patents that claim [***] will not fall into the condition of item (i)(1) or item (i)(21/2) of Section 5.2(a)the total cost involved in preparing, filing, prosecuting, issuing and maintaining any such applications and any resulting patents or other protection. MediLink shall have the first right to file, prosecute and maintain such Licensed Patents [***]. (c) Each Party The Parties shall consult with each other no less than once per calendar year for the other Party purpose of identifying jointly owned IP Rights for which protection should be sought, the countries of jurisdictions in which such protection should be sought and keep in equalizing the other Party reasonably informed of the status of the Licensed Patents and shall provide the other Party with all material correspondence received from any patent authority costs involved in the Territory in connection therewith, provided that such provision of correspondence shall not be more than [***]protection. In additioncase a Party is not or no more interested in participating in a patent or patent application, each prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The prosecuting Party shall consider in good faith the other Party’s comments prior to submitting such filing and correspondences. (d) Each Party it shall notify the other Party of any decision to cease prosecution or maintenance of any Licensed Patents that such Party has thereof, in writing, at the first right to prosecute or maintain. Such Party shall provide such notice at least [***] prior to any filing or payment due earliest practicable date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon the other Party’s request, such Party and shall transfer the prosecution and maintenance of such Licensed Patents in the Territory forthwith relinquish to the other PartyParty its rights to such patent or patent application, and then the other Party shall have the right right, at its expenses, to continue prosecution prosecute such application or maintenance of such Licensed Patents in the Territory maintain said patent or patent application. The relinquishing Party agrees, at the other Party’s own expense. (e) Each Party shall provide 's expenses, to co-operate fully with the other Party to assist the other Party in obtaining (by assigning all reasonable assistance its rights title and cooperation interest in the application), maintaining, defending and renewing such patent prosecution efforts under or patent application. For the purpose of this Section 5.25.4 "joint" ownership with respect to inventions and copyrights shall be defined in accordance with the then-current United States patent law or copyright law, including (i) providing any information required for such prosecution as reasonably requested applicable. Derivative IP. All Improvements, modifications or derivatives created by either Party to its own IP Rights or the IP Rights of the other Party (if applicable); collectively "Derivative IP") during the course of this Agreement, and in accordance with the licenses granted in Section 4 (ii"Licensing of IP Rights") providing any necessary powers above, shall be owned by the owner of attorney and executing any the original IP Rights, but shall be licensed to the other required documents or instruments for such prosecutionParty in accordance with the licenses applicable to the underlying IP Rights as set forth in Section 4 ("Licensing of IP Rights") above.