As between the Parties, Neurocrine shall have the first right to file, prosecute and maintain all Xenon Patent Rights and all Joint Patent Rights in the Territory, at its sole cost and expense. For the purpose of this Article 9, “prosecution” shall include any post-grant proceeding, including supplemental examination, post grant review proceeding, inter parties review proceeding, patent interference proceeding, opposition proceeding, reissue and reexamination. Xenon shall provide all information reasonably requested by Neurocrine from time to time in connection with Neurocrine’s prosecution of the Xenon Patent Rights and Joint Patent Rights.

Atea shall, at its own expense (and with regard to # at its own discretion), # Handle all Joint Patent Rights that claim the Compound or Product, or the composition or formulation, methods-of-treatment, or therapeutic uses of the Compound or Product (except such Joint Patent Rights that claim manufacturing processes, intermediates, and IV formulations resulting from any IV Lead Compound Formulation activities), # consult with Roche as to the Handling of such Joint Patent Rights, and # furnish to Roche copies of all documents relevant to any such Handling. Atea shall furnish such documents and consult with Roche ​ before any action by Atea is due to allow Roche to provide comments thereon, ​. At Atea’s expense and reasonable request, Roche shall cooperate, in all reasonable ways with the Handling of all such Joint Patent Rights.

If the Party Handling Joint Patent Rights pursuant to Section 14.8 determines to abandon any Joint Patent Right then, prior to such abandonment, such Party shall offer such Joint Patent Right to the other Party to Handle thereafter at its own cost and expense, subject to the following: the other Party shall # consult with the abandoning Party, through the patent coordination team as to the Handling thereof, and # furnish to the abandoning Party copies of all documents relevant to any such Handling.

Prosecution of Joint Patent Rights. Newsoara shall be responsible for obtaining, prosecuting, and/or maintaining Patent Rights covering Joint Inventions (“Joint Patent Rights”) on a worldwide basis, including countries or regions reasonably requested by vTv, in the name of both Parties; provided, however, that Newsoara shall notify vTv in writing within ​ Business Days after filing any patent application that falls within the definition of Joint Patent Rights. The out-of-pocket costs and expenses incurred to draft an application included in Joint Patent Rights, to file and prosecute the Patent Cooperation Treaty (PCT) application included in Joint Patent Rights before the national phase deadline, and obtain, prosecute and maintain Joint Patent Rights inside the Territory shall be borne ​ by ​. The out-of-pocket costs and expenses solely incurred to obtain, prosecute and maintain Joint Patent Rights outside the Territory shall be borne ​ by ​. Newsoara shall notify vTv at least ​ days prior to the earliest deadline for entering into national phase with respect to any Patent Cooperation Treaty (PCT) application included in the Joint Patent Rights. No later than ​ days prior to the earliest deadline to enter into national phase, vTv shall provide Newsoara with a list of any country or region outside the Territory in which vTv would like Newsoara to file. Newsoara shall keep vTv informed of the status of all pending Joint Patent Rights. Newsoara, its agents and attorneys shall implement or incorporate, absent a substantial reason to the contrary, all comments of vTv regarding any aspect of such patent prosecutions. Newsoara shall not abandon any Joint Patent Rights (the “Abandoned Joint Patents”) in any country or territory without at least ​ days’ prior notice to vTv. If Newsoara decides to abandon any Joint Patent Rights or refuses to pay due expense for the Joint Patent Rights, vTv shall have the option, at its sole expense, to continue to prosecute and maintain the Abandoned Joint Patents by providing written notice to Newsoara. Upon vTv’s exercise of such option, Newsoara shall

Prosecution of Joint Patent Rights. Patent Rights Covering Joint Inventions are “Joint Patent Rights.” On a worldwide basis, vTv shall be responsible for obtaining, prosecuting, and/or maintaining Joint Patent Rights Covering inventions conceived and first reduced to practice during the period starting from the Effective Date and ending upon completion of the Manufacturing Technology Transfer. Following the completion of the Manufacturing Technology Transfer, on a worldwide basis, Huadong shall be responsible for obtaining, prosecuting, and/or maintaining Joint Patent Rights Covering Joint Inventions conceived and first reduced to practice following completion of the Manufacturing Technology Transfer. The out-of-pocket costs and expenses incurred to obtain, prosecute and maintain Joint Patent Rights outside the Territory shall be borne ​, and the out-of-pocket costs and expenses incurred to obtain, prosecute and maintain Joint Patent Rights in the Territory shall be borne ​. The prosecuting Party shall notify the non-prosecuting Party at least ​ days prior to the earliest deadline for entering into national phase with respect to any Patent Cooperation Treaty (PCT) application included in the Joint Patent Rights. No later than ​ days prior to the earliest deadline to enter into national phase, the prosecuting Party shall provide the other Party with a list of any Region (within the Territory, in the case that vTv is the prosecuting Party, or outside the Territory, in the case that Huadong is the prosecuting Party) in which the non-prosecuting Party would like the prosecuting Party to file. The prosecuting Party shall file international patent applications, or designate for national filing and file, # in the Territory when requested by Huadong in the case that vTv is the prosecuting Party and # outside the Territory when requested by vTv in the case that Huadong is the prosecuting Party.

Joint Patent Committee. The Parties shall establish a joint patent committee (the “Joint Patent Committee” or “JPC”), composed of [ * ] representing each Party, to coordinate the prosecution and enforcement of Collaboration Patents under Article 12. Such patent counsel shall have sufficient authority within or on behalf of the applicable Party to make decisions [ * ] arising within the scope of the JPC’s responsibilities. The JPC shall in particular:

“Patent Rights”. Patent Rights means, with respect to any patent or patent application, all rights and interests in, to or associated with such patent, patent application or any patent issuing on such application in any jurisdiction in the Territory, including # all patents claiming priority from such patent or application or any other application from which such patent or application claims priority, # all patents issuing on divisionals, continuations, renewals, continuations-in-part or re-examinations of such patent, application or priority patent or application, and

Patent Rights. EyePoint does not, either expressly or impliedly, grant any licenses to Imprimis under any patents owned or otherwise controlled by EyePoint or under which EyePoint has any rights, except the right to promote, market and solicit orders for the Products on the terms and subject to the conditions of this Agreement.

“Patent Rights”. Patent Rights means the rights and interest in and to all issued patents and pending patent applications in any country or region, including all provisionals, divisionals, continuations, renewals, continuations-in-part, patents of addition, re-examination, supplementary protection certificates, extensions, registrations or confirmation patents, restoration of patent terms, letters of patent, and reissues thereof.

Subject to the terms and conditions of this Agreement on an Allogene Target-by-Allogene Target basis, [[Cellectis:Organization]] hereby grants to Allogene and its Affiliates the right to use the ​ engineered by [[Cellectis:Organization]] to Develop Allogene Licensed Products until the filing of an IND for each Allogene Licensed Product, in the Field.