Licensee Patents. Licensee shall have the first right, but not the obligation, to prosecute and maintain Licensee Patents in the Territory and the Verrica Territory, using counsel of its own choice, at Licensee’s sole expense. Licensee shall keep Verrica reasonably informed of progress with regard to the prosecution and maintenance of any such Patents. In addition, Licensee shall promptly provide Verrica with drafts of all proposed substantive filings and correspondence to any patent authority to the extent related to any such Patents for Verrica’s review and comment prior to the submission of such proposed filings and correspondence. Licensee shall consider in good faith Verrica’s comments related to such Patents prior to submitting such filings and correspondence, provided that Verrica provides such comments to Licensee within ​ (or a shorter period reasonably designated by Licensee if ​ is not practicable given the filing deadline) of receiving the draft filings and correspondence from Licensee. In the event that Licensee seeks to abandon or cease the prosecution or maintenance of any Licensee Patent, Licensee shall provide reasonable prior written notice to Verrica of such intention to abandon or cease such prosecution or maintenance (which notice shall be given no later than ​ prior to the next deadline for any action that must be taken with respect to any such Licensee Patent with the patent office). In such case, at Verrica’s sole discretion, upon written notice to Licensee from Verrica, Verrica may elect to continue the prosecution and maintenance of any such Licensee Patent, at Verrica’s sole cost and expense and by counsel of its own choice.

Patents. "Patents" means all patent rights and all right title, and interest in all letters patent or equivalent rights and applications for letters patent or rights, industrial and utility models, industrial designs, petty patents, patents of importation patents of addition, certificates of invention and other government issued or granted indicia of invention ownership and all divisions, continuations, reissues, renewals, reexaminations, and extensions thereof, all foreign patents or patent applications that correspond thereto, and any patents that issue thereon.

“Licensee Technology” means the Licensee Know-How and the Licensee Patents, including Licensee’s interest in the Joint Inventions and Joint Patents.

Licensee Patents. As between the Parties, Licensee will have the sole right, but not the obligation, to file, prosecute and maintain Licensee Patents, at its sole discretion and expense.

“Licensee Technology” means the Licensee Know-How and the Licensee Patents, including Licensee’s interest in the Joint Inventions and Joint Patents.

“Licensee Patents” means any and all Patents that are Controlled by Licensee (or any of its Affiliates) that # claim or cover any Licensee Know-How or # are otherwise necessary for the Development, Manufacture or Commercialization of Compound or Product; provided that Licensee Patents excludes all Improvement Patents and any MSD Patents.

Licensee Patents. As between the Parties, Licensee has the first right to bring and control any legal action to enforce any Licensee Patents against any Infringement inside and outside of the Territory, at its own expense as it reasonably determines appropriate, and Licensee shall consider in good faith the interests of Verrica in such enforcement of any such Patents. If Licensee or its designee fails to file an action to abate any Infringement inside or outside the Territory within ​ after a written request from Verrica to do so, or if Licensee discontinues the prosecution of any such action after filing without abating such Infringement, then Verrica may enforce any Licensee Patents against the relevant Infringement inside or outside of the Territory, as applicable, at its own expense as it reasonably determines appropriate, provided Licensee does not provide reasonable rationale for not doing so (including a substantive concern regarding counter-claims by the infringing Third Party).

“Licensee Patents” means all Patents Controlled by Licensee or any of its Affiliates that claim Licensee Know-How.

Patents. To Bluebird’s Knowledge, the Patents listed on [Appendix G] have been procured or are being procured from the respective patent offices in accordance with applicable Law. None of the Patents included in the Bluebird Licensed IP is or has been involved in any opposition, cancellation, interference, reissue or reexamination proceeding, and no Bluebird Licensed IP is the subject of any judicial, administrative or arbitral order, award, decree, injunction, lawsuit, proceeding or stipulation. Neither Bluebird nor any of its Affiliates has received any notice alleging that the Patents in the Bluebird Licensed IP are invalid or unenforceable, or challenging Bluebird’s ownership of or right to use any such rights.

Licensee. As between the Parties, Licensee (or its Affiliate) will own all right, title and interest in and to the Licensee Know-How, the Licensee Patents, the Know-How Improvements, and the Improvement Patents, and all other intellectual property rights in and to the foregoing. MSD is not acquiring any ownership interest in any Licensee Know- How, Licensee Patents, Know-How Improvements, or Improvement Patents hereunder. MSD shall and hereby does assign to Licensee all of MSD’s right, title and interest in and to any Know-How Improvements and Improvement Patents. MSD shall take (and cause its Affiliates and its and their employees, contractors and agents to take) such further actions reasonably requested by Licensee to evidence such assignment, including the execution of any assignments or other legal documentation, and to assist Licensee in obtaining Patent and other intellectual property rights protection for such Know-How Improvements.