By Northern. Spero shall not knowingly permit any of the Northern Patent Rights to be abandoned in any country or their scope to be unreasonably limited (for example, to exclude Other Compounds) without Northern first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of same. In the event that Spero decides not to continue the prosecution or maintenance of a patent application or patent within Northern Patent Rights in any country, Spero shall provide Northern with notice of this decision at least ​ prior to any pending lapse or abandonment thereof. Northern shall have the right to assume control of the continued prosecution or maintenance of any such patent application or patent (excluding any SC Patents) provided that Northern shall, if so requested by Spero, take such actions as may be reasonably requested by Spero to amend such patent applications or patents, to the extent feasible under applicable laws and regulations, to narrow the scope thereof so that such patent applications and patents no longer claim Licensed Compounds if such amendment is feasible without excluding Other Compounds from being so claimed. In the event that Northern elects to assume responsibility for such prosecution and maintenance within ​ of Spero’s notice, [Section 5.2(a)] shall thereafter apply to such patent application(s) and patent(s) except that the role of Spero and Northern shall be reversed thereunder, including that Northern shall be solely responsible for all costs arising from those activities and hence it shall be also deemed that the exclusive, even as to Spero, rights to said patent(s) and patent application(s) return to the full discretion of Northern and Northern shall redeem all its rights back to its ownership with the purchase price of ​.

Northern Representations and Warranties. Northern covenants, represents and warrants to Spero that as of the Effective Date (unless another date is set forth below): Northern is a corporation duly organized, validly existing and in good standing under the laws of state or jurisdiction in which it is incorporated, and it has full right and authority to enter into this Agreement and to grant the licenses and other rights to Spero as herein described.

Documentation. During the ​ period following the Initial Effective Date, Northern shall provide to Spero one (1) electronic copy of all documents, data or other information in Northern’s or its Affiliates’ possession or control as of the Initial Effective Date to the extent that such documents, data and information describe or contain Northern Know-How. Northern shall provide and transfer to Spero in the same manner all additional Northern Know-How that may from time to time become available to Northern (and in any event at least semi-annually), including that concerning any Improvements.

Appointment and Cooperation. With respect to all of the rights and activities of Spero set forth in this [Section 5], Northern hereby appoints Spero as its agent for such purposes with the authority to act on Northern’s behalf with respect to the Northern Patent Rights. Northern shall cooperate with Spero in the exercise of Spero’s authority granted herein, and shall execute such documents and take such additional action as Spero may request in connection therewith. The Parties shall promptly update [Exhibit C] to list all Northern Patent Rights (including Northern Improvement Patents).

Northern covenants that it will provide prompt written notice to Spero if Northern receives or sends any notice relating to an actual or purported breach of that certain Intellectual Property Rights Purchase Agreement between ​ and Northern dated on or about ​, or if Northern becomes aware of any reasonable basis for such a claim.

Technical Assistance. Northern shall reasonably collaborate with Spero in the further development of the Licensed Compounds. Such collaboration shall include Northern providing Spero with reasonable access by teleconference or in-person at Northern’s facilities to Northern personnel who have been involved in the research and development of the Licensed Compounds to provide Spero with a reasonable level of technical assistance and consultation in connection with the transfer of Northern Know-How.

Attached hereto as [Exhibit C] is a complete and accurate list of all patents and patent applications owned (in whole or in part) or otherwise Controlled by Northern or any of its Affiliates that the manufacture, use, sale, offer for sale or importation of any Licensed Compounds would infringe on the Initial Effective Date. To the knowledge of Northern on the Initial Effective Date, the issued claims included in the Northern Patent Rights were valid and enforceable, and no written claim had been made (except by a patent examiner during prosecution of the patent application(s) that resulted in any such issued patent claims), and no action or proceeding had been commenced or threatened, alleging to the contrary. Northern was on the Initial Effective Date and the Effective Date, the sole and exclusive owner of all right, title and interest in and to the Northern Patent Rights. None of the Northern Patent Rights or Northern Know-How was on the Initial Effective Date or Effective Date, subject to any lien, security interest or other encumbrance created by Northern. To Northern’s knowledge on the Initial Effective Date, the conception and reduction to practice of the Northern Patent Rights have not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. There were on the Initial Effective Date, no claims, judgments or settlements against or amounts with respect thereto owed by Northern or any of its Affiliates relating to the Northern Patent Rights. To Northern’s knowledge on the Initial Effective Date, there has been no infringement by any Third Party of any Northern Patent Rights. Apart from the financial obligations listed in [Exhibit D], the use or practice of the license grants contained in [Section 2] shall not trigger any payment obligation by Northern or any of its Affiliates to any Third Party.

Exclusive License. Northern, for itself and on behalf of its Affiliates, hereby grants to Spero a non-transferable (except in accordance with [Section 9.1]), exclusive (even as to Northern and its Affiliates), worldwide license, with the right to sublicense in accordance with [Section 2.2], under the Northern Patent Rights and Northern Know-How, to make, have made, use, sell, offer to sell, import, research, develop, commercialize and otherwise exploit Licensed Compounds and Licensed Products and Improvements. For avoidance of any doubt, it is understood and accepted that Northern Patent Rights and Northern Know-How also claim, cover or relate to Other Compounds, and that this Exclusive License to Spero does not include any rights whatsoever to said Other Compounds. Nothing in this Agreement prevents Northern from granting to Third Parties, on an exclusive and worldwide basis, Northern Patent Rights, Northern Know-How or Improvements claiming, covering or related to Other Compounds (but unequivocally excluding any rights whatsoever to any and all Licensed Compounds), without any obligations whatsoever to Spero or its Affiliates.

by Northern to its Affiliates, permitted acquirers or assignees under [Section 9.1], investment bankers, investors, lenders, and their and Northern and its Affiliates’ respective directors, employees, contractors and agents,

infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense; provided that, if there exists an issued OC Patent to serve as the basis of the infringement action in connection with such Third Party activities, Northern will limit its enforcement action to such OC Patent if so doing does not materially decrease Northern’s likelihood of success and the roles of the Parties under this [Section 5.3] shall be reversed, solely with respect to such action. Prior to initiating an enforcement action that uses a Northern Patent Right other than an OC Patent as the basis for the claim of infringement, Northern shall meet with Spero to discuss ways to manage the potential risk to such Northern Patent Right in connection with such enforcement action, including limiting the number and scope of claims that are asserted in connection with such action. Northern shall use good faith efforts to employ any reasonable measures agreed to by the Parties to manage such potential risk.