By Spero. Within ​ of the Effective Date, Northern shall mandate its patent attorneys (​, and ​) to provide Spero, at Spero’s cost, with copies of the complete prosecution files for all patents and patent applications listed on [Exhibit C]. Spero shall be solely responsible for the preparation, prosecution (including any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Northern Patent Rights, and all filing, prosecution, and maintenance decisions with respect to the Northern Patent Rights shall be made by Spero, provided Northern shall retain the right to give comments to Spero on material aspects of those activities. Spero shall be responsible for all its costs incurred for such preparation, prosecution and maintenance. Each Party shall provide to the other Party copies of any papers relating to the filing, prosecution or maintenance of Northern Patent Rights promptly upon receipt. Northern shall not take any action with respect to the prosecution or maintenance of any Northern Patent Rights without the prior written consent of Spero, except as contemplated by [Section 5.2(b)]. In addition to the foregoing, promptly following the Effective Date, Spero and Northern shall use reasonable best efforts to work together to prepare and file, where permitted under applicable laws and regulations, continuation applications, divisional applications or such other applications or filings related to the Northern Patent Rights that claim solely Other Compounds and their uses (such applications or filings and any patents issuing therefrom are the “OC Patents”). Spero shall pay the first ​ in out-of-pocket expenses incurred in connection with the preparation and filing of such patent applications and filings and thereafter the Parties shall ​ such costs and expenses. The OC Patents shall not be included in the Northern Patent Rights for any other purposes under this Agreement. For avoidance of doubt, as between the Parties, Northern and its designees shall have sole authority to pursue the further prosecution, maintenance and enforcement of the OC Patents. Furthermore, in an identical fashion, following the Effective Date, Spero and Northern shall use reasonable best efforts to work together, at Spero’s sole expense, to prepare and file, where permitted under applicable laws and regulations, continuation applications, divisional applications or such other applications or filings related to the Northern Patent Rights that do not claim any Other Compounds or their uses (such applications or filings and any patents issuing therefrom are the “SC Patents”. For avoidance of doubt, as between the Parties, Spero and its designees shall have sole authority to pursue the further prosecution, maintenance and enforcement of the SC Patents.

Spero Representations and Warranties. Spero covenants, represents and warrants to Northern that as of the Effective Date:

“IPO” means either # the initial public offering by Spero Therapeutics, LLC (or any other Affiliate of Spero, or any successor to Spero or its Affiliate) of its or its Affiliate’s securities (or their successor’s securities), or # ​.

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).

Sublicenses. The licenses granted in [Section 2.1] include the right to grant sublicenses (through multiple tiers) to sublicensees (each, a “Sublicensee”); provided that Spero shall remain responsible for the performance of its Sublicensees hereunder. Spero shall provide Northern with a copy of the sublicense agreement for its Sublicensees within ​ of execution, which copy shall be treated as Confidential Information of Spero hereunder.

by Spero, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under [Section 9.1], research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Spero and its Affiliates’ respective directors, employees, contractors and agents; and

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.

Responsibilities and Costs. Spero shall have sole responsibility for, and shall bear all its costs of conducting, all development and commercialization of Licensed Compounds and Licensed Products (including manufacturing all required materials and filing for and obtaining all required regulatory approvals). Spero shall own the results of all such activities, and as between the Parties, all such regulatory approvals shall be obtained by and in the name of Spero (or its Affiliates or Sublicensees).

The execution, delivery and performance of this Agreement does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which Spero is a party, or by which it is bound, nor will it violate any law applicable to Spero.

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.