Confirmatory Patent License. UroGen shall, if requested to do so by Allergan, promptly enter into confirmatory license agreements in such form as may be reasonably requested by Allergan for purposes of recording the licenses granted to Allergan under this Agreement with such patent offices in the Territory as Allergan considers appropriate. Until the execution of any such confirmatory licenses, so far as may be legally possible, UroGen and Allergan shall have the same rights in respect of the UroGen Patents and be under the same obligations to each other in all respects as if the said confirmatory licenses had been executed.

“Patent Expenses” means # all reasonable fees, expenses, and charges of outside patent counsel related to Patent Rights listed in [Exhibit A] currently or added by amendment at a future date, incurred by UM in connection with the preparation, filing, prosecution, issuance, re-issuance, re-examination, interference, and/or maintenance of applications for patent rights, currently contained or that may be added to [Exhibit A]; and # an administrative fee in the amount of twenty percent (20%) of the amount of future Patent Expenses incurred in the course of activities conducted pursuant to (a), subject to Article 7.

“Patent Costs” means the out-of-pocket costs and expenses paid to outside legal counsel and other Third Parties, and filing and maintenance expenses, incurred in the preparation, filing, prosecution and maintenance, and the defense and enforcement, of Patents, as well as re-examinations, reissues and the like with respect to any Patent, together with the conduct of appeal processes, interferences, inter partes reviews, post-grant reviews, or the defense of oppositions and other similar proceedings with respect to any Patent.

Patent and Trademark Disputes. Notwithstanding [Section 14.5.2], and without prejudice to CytomX’s rights pursuant to [Section 13.2.4] or Regeneron’s rights pursuant to [Section 13.3.4(b)], any dispute, controversy or claim relating to the inventorship, scope, validity, enforceability or infringement of any Patent Rights, or the scope, validity, enforceability or infringement of any trademark used in connection with, the Exploitation of Products shall be submitted to a court of competent jurisdiction in the country in which such Patent Rights or trademark rights were granted or arose.

The Rights Holders have the right, but not the obligation, as shall be agreed among the Rights Holders in writing, using legal counsel of their choice and at their expense, to file, prosecute and maintain patents and patent applications and/or seek other protection for results or innovations within the Rights, provided that the Rights Holders shall always consult with [[Organization A:Organization]] and take reasonable consideration to the views of [[Organization A:Organization]] in connection with such activities, in each case prior to taking actions. The Rights Holders shall pay all licenses, recording, registration, renewal and other similar fees in connection with maintenance of patents and patent applications for results or innovations within the Rights.

Patent and Trademark Disputes. Notwithstanding Section 17.1, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Unum Background Patents, Unum Program IP, SGI Background Patents, SGI Program IP or Marks covering the manufacture, use, importation, offer for sale or sale of Products will be submitted to a court of competent jurisdiction in the country in which such patent or trademark rights were granted or arose.

Notification of Patent Certification. Northern shall notify and provide Spero with copies of any allegations of alleged patent invalidity, unenforceability or non-infringement of a Northern Patent Right pursuant to a Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application, an application under §505(b)(2) or any other similar patent certification by a Third Party, and any foreign equivalent thereof. Such notification and copies shall be provided to Spero within ​ after Northern receives such certification, and shall be sent to the address set forth in Section 9.4.

Client’s Patent Rights. Client represents and warrants, to the best of its knowledge, that: # Client owns all rights and title to the Patent Rights; and # that Client owns theexclusiverighttoenforceallrightsconcerningthePatentRights,including,withoutlimitation, the exclusive right to bring actions against others for infringement of the Patent Rights, to license and sublicense the Patent Rights, and to collect all royalties (past or future), license fees, profits orotherrevenueorvaluableconsiderationtobepaidorexchangedbyanyoneelseforrightsinthe PatentRights.ClientagreestotimelypayallmaintenancefeesdueonthePatentRightsthatcome intoexistence.Clientrepresentsthatitisnotawareofanysecurityinterestinorclaimsofequitable titletothePatentRights.ClientagreesthatitwillnottransferorassignitsownershipofthePatent Rights or its rights to enforce the Patent Rights, including any authority to enforce those rights while this Agreement is in force without prior written notice to BJC.In the event Client proposes to transfer, license or assign its ownership or enforcement rights in the Patent Rights to another personorentity,theClientshallnotifyBJCinwritingpriortosuchtransfer,licenseorassignment, and any assignee must agree to assume Client’s obligations under thisAgreement.

Termination for Patent Challenge. If Allergan or any of its Affiliates or Sublicensees challenges under any court action or proceeding, or before any patent office, the validity, patentability or enforceability of any UroGen Patent, or initiates a reexamination of any UroGen Patent, or assists any Third Party to conduct any of the foregoing activities (each, a “Patent Challenge”) and such Patent Challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by UroGen, its Affiliates or licensees against Allergan, its Affiliates or Sublicensees, UroGen may immediately terminate this Agreement; provided, however, that UroGen may not terminate this Agreement if such Patent Challenge is brought by a Sublicensee and Allergan or its Affiliate terminates such Sublicensee’s sublicense to the UroGen Patent within ​ days of UroGen providing notice to Allergan regarding such Patent Challenge. Allergan shall notify UroGen at least ​ days prior to Allergan’s initiation of any Patent Challenge.

Prosecution of Patent Rights. After the Effective Date, Zai Lab shall be solely responsible (at its own expense) for and shall control the Prosecution of the Development Patents and the Licensed Patents in the Territory, including any patent term extension.