Option of Licensee to Prosecute and Maintain Patents. Each Party shall give ​ days (​) advanced written notice to the other Party (the “Notified Party”) of any desire to cease prosecution and/or maintenance of the patents and patent applications set forth in [Schedule C] or [Schedule D] including a desire to not maintain pendency, in each country, of at least one member of the family of any such patent or application. If the Notified Party provides written notice, within the ​ days, of a desire to continue prosecution or maintenance of the patents and patent applications on which the other Party desires to cease prosecution and/or maintenance, then such other Party shall permit the Notified Party to do so at the expense of the Notified Party.

Subject to the following subsection, Customer will have the sole right and discretion to file (or not file), prosecute and maintain patent applications and patents claiming ​. Lonza will cooperate with Customer, at Customer’s expense, to file, prosecute, maintain, defend, and enforce patent applications and patents claiming any ​.

Lonza will have the sole right and discretion to file (or not file), prosecute and maintain patent applications and patents ​.

Unum has the sole right to Prosecute and Maintain the Unum Background Patents, and SGI has no rights with respect thereto.

Right to File, Prosecute and Maintain. Subject to Licensee’s rights set forth in [Section 5.4.3] below, Axsome, in consultation with Licensee, shall be responsible for filing, prosecuting and maintaining the Licensed Patent Rights throughout the Territory. The direct reasonable out-of-pocket costs incurred in such activities, including the reasonable fees of attorneys or patent agents, and filing and maintenance fees shall be borne solely by Licensee, and Licensee shall reimburse Axsome for all reasonable costs and expenses incurred by or on behalf of Axsome or its Affiliates in connection with the filing, prosecution and maintenance of the Licensed Patent Rights, provided, however, if Licensee notifies Axsome in writing that it does not wish Axsome to file, prosecute or maintain a Licensed Patent Right pursuant to this [Section 5.4.1], any such costs and expenses that Axsome incurs following such notification shall not be borne by Licensee. Notwithstanding any such written notice provided by Licensee, Axsome may, in its sole discretion, continue to prosecute and maintain in effect such Licensed Patent Right at its own expense and, in such case, such Licensed Patent Right will continue as a Licensed Patent Right for purposes of [Section 1.69], provided, however, that Axsome shall have the sole right and without Licensee’s consent to discontinue such prosecution or maintenance at any time.

Prosecution and Maintenance of Patents. Licensee shall prosecute and maintain in the Territory, through outside counsel, the patents and patent applications that are set forth in [Schedule C]. Following the ​ milestone referred to in [Section 7.02], however, ​. Each party shall bear its own costs related to such prosecution and maintenance and shall manage any administrative challenge to ​, including any interference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or similar administrative proceeding. Licensee shall manage any such interference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or similar administrative proceeding through outside counsel. ​. Licensee shall keep Merck advised of such prosecution and maintenance of patents and applications set forth in [Schedule C] and upon the written request of Merck, will provide advance copies of any substantive papers to be filed in connection with such prosecution and maintenance, including such applications, amendments thereto and other related correspondence to and from patent offices.

Notwithstanding [Section 4(a)] above, starting on the Effective Date, all patents and patent applications made subject to this License Agreement under [Section 5(d)] below may, at Licensee’s sole discretion, be prosecuted to issuance or final rejection by Licensee at Licensee’s cost and expense. Any taxes, annuities, working fees, maintenance fees, and/or renewal and extension charges with respect to each such patent application and patent may, at Licensee’s sole discretion, be punctually paid by Licensee. For clarity, neither Licensee nor Licensor shall be required to # prosecute any such patent applications made subject to this License Agreement under [Section 5(d) or (ii)])] pay any such taxes, annuities, working fees or the like with respect to any such patent application or patent, provided that should Licensee exercise its discretion under this [Section 4(b)] to either not prosecute to issuance or final rejection any patent or patent application or not punctually pay any tax, annuity, working fee, maintenance fee and/or renewal and extension charges, Licensee shall provide Licensor with notice of that decision not less than 30 days before the deadline to take such action.

Patent Prosecution and Maintenance of ​ Patents and Joint Patents. ​ shall have the right, but not the obligation, to prepare, file, prosecute, and maintain the ​ Patents and the Joint Patents worldwide, at ​’s sole cost and expense. ​ shall keep ​ fully informed of all steps with regard to the preparation, filing, prosecution, and maintenance of ​ Patents and Joint Patents, including by providing ​ with a copy of material communications to and from any patent authority in the Territory regarding such ​ Patents or Joint Patents, and by providing ​ drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ​ to review and comment thereon. ​ shall consider in good faith the requests and suggestions of ​ with respect to such ​ drafts and with respect to strategies for filing and prosecuting the ​ Patents and the Joint Patents in the Territory. If ​ decides not to prepare, file, prosecute, or maintain an ​ Patent or a Joint Patent in a country or other jurisdiction in the Territory, ​ shall provide reasonable prior written notice to ​ of such intention (which notice shall, in any event, be given no later than […​…] prior to the next deadline for any action that may be taken with respect to such ​ Patent or Joint Patent in such country or other jurisdiction, or the earliest reasonable date if the applicable deadline is shorter than […​…], and ​ shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such ​ Patent or Joint Patent at its expense in such country or other jurisdiction. Upon ​’s written acceptance of such option, ​ shall assume the responsibility and control for the preparation, filing, prosecution, and maintenance of such specific Joint Patent. In such event, ​ shall reasonably cooperate with ​ in such country or other jurisdiction as provided under [Section 7.2.4].

executing all papers and instruments, or requiring its employees or contractors to execute such papers and instruments, so as to # effectuate the ownership of intellectual property set forth in [Sections 7.1.1 and 7.1.2]2], # enable the other Party to apply for and to prosecute Patent applications in the Territory, including the transition of control of preparation, filing, prosecution, and maintenance of ​ Product Patents from one Party to the other under 7.2.1 and 7.2.2, and # obtain and maintain any Patent extensions, supplementary protection certificates, and the like with respect to the ​ Product Patents, ​ Patents, and Joint Patents in the Territory, in each case ((a), [(b), and (c)])]) to the extent provided for in this Agreement;

Licensed Patents in a timely manner. Arcus shall not take any action during prosecution and maintenance of the Licensed Patents that would materially adversely affect any Patent or Licensed Know-How to be covered by or within the Licensed Patents, without WuXi’s prior written consent, such consent not to be unreasonably withheld or delayed, and Arcus shall file patent applications (based on Licensed Patents) in countries in the Territory as determined by Arcus. WuXi shall have the exclusive right to file, prosecute, and maintain all Licensed Patents in the Excluded Territory, at its sole expense and in its sole discretion, jointly in the names of WuXi and Arcus as applicable, and all other requirements of this [Section 9.1.1] shall apply mutatis mutandis so that WuXi may exercise its reserved rights in the Excluded Territory.