Agreement Patents (Including Joint Patents). As between the Parties, Allergan shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain any Agreement Patent solely owned or Controlled by Allergan worldwide, and to be responsible for any related interference, re-issuance, re-examination and opposition proceedings, in each case, at its sole cost and expense and using counsel of its own choice. The Parties shall mutually agree upon which Party shall prosecute Joint Patents, based on the contribution of each Party and each Party’s potential interest in products based upon the Joint Inventions Covered by such Joint Patents.

Joint Invention Patents. ​ will have the first right, ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Joint Invention Patents, and conducting any interferences and oppositions or similar proceedings relating to any Joint Invention Patents. ​ shall provide regular updates to ​ regarding the prosecution of such applications and will consider in good faith any recommendations by ​ regarding the prosecution, status and maintenance of Joint Invention Patents. In the event ​ declines to prosecute or maintain any Joint Invention Patent before all appeals within the respective patent office have been exhausted (each, an “Abandoned Joint Invention Patent Right”), then: # ​ shall provide ​ with reasonable notice of such decision so as to permit ​ to decide whether to file, prosecute or maintain such Abandoned Joint Invention Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than ​ days prior to the next deadline for any action that may be taken with respect to such Abandoned Joint Invention Patent Right with the U.S. Patent & Trademark Office or any foreign patent office); # ​, at ​, may assume control of the filing, prosecution or maintenance of such Abandoned Joint Invention Patent Rights; # ​ shall have the right, at its expense, to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights to patent counsel (outside or internal) selected by ​; and # ​ shall, at ​ reasonable request and at ​, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights.

CytomX Patents. CytomX will be solely responsible, ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all CytomX Patents, and conducting any interferences and oppositions or similar proceedings relating to any CytomX Patents. CytomX will ​.

Collaboration Patents. ​ will ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Collaboration Patents and conducting any interferences and oppositions or similar proceedings relating to any such Collaboration Patents.

Other Patents. Other than as provided under Section 12.2(c) and Section 12.6, Unum has the sole right to enforce and defend # the Patents within the Unum Program IP and # the Unum Background Patents, and SGI has no rights with respect thereto. SGI has the sole right to enforce and defend # the Patents within the SGI Program IP other than the SGI Program IP that constitutes Joint Program IP and # the SGI Background Patents, and Unum has no rights with respect thereto.

Primary Patents. With respect to any VDC for which Ag Partner has exercised its Option and Primary has been notified of such exercise:

Primary Patents. With respect to any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, Legacy (or any Affiliate of Legacy or Legacy Licensee, to the extent granted such right by Legacy or an Affiliate thereof) shall have the first and primary right, but not the obligation, to, in its sole discretion, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, on its behalf or in Primary’s name, if necessary. If, within five (5) months of the notice above, Legacy (or an Affiliate thereof or a Legacy Licensee) # shall have been unsuccessful in persuading the alleged infringer to desist, # shall not have brought and shall not be diligently prosecuting an infringement action, or # has not executed a settlement agreement with respect to such infringement, or if Legacy notifies Primary that it has decided not to undertake any of the foregoing against any such alleged infringer, then Primary shall then have the right to bring suit to enforce such Licensed Primary Patents in the Legacy Field at its own expense. If either Party (or an Affiliate, licensee, or sublicensee of a Party) brings any infringement action or proceeding under this Section 8.2, the other Party agrees to be joined as a plaintiff and, at the expense of the other Party (or its Affiliate, licensee, or sublicensee), to give the Party undertaking such infringement suit or other action reasonable assistance and authority to control, file and prosecute the suit as necessary. Except as explicitly provided in this Section 8.2, Primary retains all rights to initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to any actual, potential or suspected infringement of any Primary Patents, and to retain all recoveries, damages, or proceeds resulting from any of the foregoing. Any recovery, damages, or other amounts received by Legacy (or its Affiliate or any Legacy Licensee) with respect to the infringement of the Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, or any settlement with respect to the foregoing, shall be used first to reimburse the Parties for their unreimbursed reasonable, documented expenses incurred in connection with such action, with Legacy and its Affiliates, as between the Parties and subject to its obligations to any Legacy Licensee, being entitled to retain any remaining balance thereof, provided that, notwithstanding the foregoing, # Primary, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding and, subject to the aforementioned reimbursement of expenses, # Primary shall be entitled to all recoveries, damages, and other amounts received by either Party (or any Affiliate thereof) with respect to any infringement of the Primary Patents (or settlement with respect thereto) other than an infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs; to the extent Legacy (or its Affiliate or any Legacy Licensee) initially receives any such amounts, Legacy shall promptly pay them to Primary. Primary shall, in the event it pursues any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs in accordance with this Section 8.2, be entitled, subject to the reimbursement of Legacy’s expenses related to such action as contemplated above, to retain one hundred percent (100%) of any resulting recoveries, damages, or other amounts received with respect to such actual, potential or suspected infringement.

UroGen Patents. As between the Parties, UroGen shall have the right, at its sole cost and expense, but not the obligation, using counsel of its own choice, to prepare, file, prosecute and maintain the UroGen Patents in the Territory and to be responsible for any related interference, re-issuance, re-examination and opposition proceedings, and the costs and expenses. UroGen shall inform Allergan of all material steps with regard to the preparation, filing, prosecution and maintenance of UroGen Patents and shall provide Allergan drafts of any material filings or responses to be made to patent authorities in advance of submitting such filings or responses as to allow Allergan a reasonable opportunity to review and comment thereon. UroGen will consider Allergan’s reasonable comments in good faith.

Cooperation. The Parties agree to cooperate fully in the preparation, filing, prosecution, and maintenance of the ​ Product Patents, [[Organization A:Organization]] Patents, and Joint Patents in the Territory under this Agreement. Cooperation shall include:

Employee understands that any copyrights, inventions or patents created or obtained, in part or whole, by Employee during the course of this Agreement are to be considered “works for hire” and the property of Employer. Employee assigns to Employer all rights and interest in any copyright, invention, patents or other property related to the business of the Employer.