Patent Listings. [[Organization A:Organization]] shall have the sole right to make all filings with Regulatory Authorities in the Territory with respect to ​ Product Patents, [[Organization A:Organization]] Patents, and Joint Patents, including as required or allowed # in the United States, in the FDA’s Orange Book if in the future legislation employs the Orange Book for biologics, or its alternative, and # outside the United States, under the national implementations of [Article 10.1(a)(iii)] of Directive 2001/EC/83 or other international equivalents. ​ shall # provide to [[Organization A:Organization]] all Information, including a correct and complete list of ​ Patents covering any Licensed Product or otherwise necessary or reasonably useful to enable [[Organization A:Organization]] to make such filings with Regulatory Authorities in the Territory with respect to such Patents, and # cooperate with [[Organization A:Organization]]’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case ((a) and (b)), to the extent required or permitted by Applicable Law.

As of the date the last party signs this Agreement and subject to the terms and conditions set forth herein, Seller grants to Buyer a non-exclusive, irrevocable, fully-paid, royalty free, worldwide license under the patents listed on Appendix 10 attached hereto (“the Licensed Patents”) and know-how known to Seller as of the date the last party signs this Agreement relating to the subject matter of such patents to # make, use and have made for Buyer’s own use or the use of Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...​...] or any of its Affiliates), wind turbine blades and apparatus that would infringe any valid claim of the Licensed Patents for the purpose of the fabrication of wind turbine blades, and # in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...​...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express or implied license to any of Seller’s intellectual property beyond that granted in this Agreement and the GEE Purchase Terms, and that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated herein. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection with this license, that Buyer will bear any and all costs relating to the transfer of know-how from Seller to Buyer or Seller’s support thereof, and that Seller will have no obligation to provide support to Buyer with respect to the know-how past the expiration of the Licensed Patents.

Patent Extensions. Primary shall promptly notify Legacy of the issuance of each Regulatory Approval concerning a Primary Collaboration Derived Product in the Primary Field and, where reasonably possible and reasonably useful or materially valuable in the commercialization of Primary Collaboration Derived Products in the Primary Field, use Commercially Reasonable Efforts to apply or enable Legacy to apply for all available patent term extensions, adjustments or restorations, or supplementary protection certificates with respect to any Legacy Patents Covering such Primary Collaboration Derived Products (or CDC(s) or Derivative(s) thereof contained therein), or other forms of market exclusivity conferred by Applicable Laws on any Primary Collaboration Derived Products (or CDC(s) or Derivative(s) thereof contained therein) (collectively, all of the foregoing, “Legacy Patent Term Extensions”). Legacy shall, to the extent reasonably possible and reasonably useful or valuable in the commercialization of Primary Collaboration Derived Products, use Commercially Reasonable Efforts to, if and as requested by Primary, obtain (or assist Primary in obtaining), with respect to the Legacy Patents, all Legacy Patent Extensions in any country of the Territory. The Parties shall cooperate with each other in obtaining Legacy Patent Term Extensions wherever and whenever applicable, reasonably possible to obtain, and reasonably useful or valuable in the commercialization of Primary Collaboration Derived Products.

Patent Challenge. If any Legacy Licensees granted rights with respect to Primary Patents directly, or knowingly, intentionally, or indirectly through assistance granted to a Third Party (except where such assistance is ordered by a court, patent office, or other tribunal or is required by Applicable Laws), commence any interference or opposition proceeding, challenge the scope, validity, or enforceability in any patent office or court proceedings of, or oppose any extension of or the grant of a supplementary protection certificate with respect to any Primary Patents (each such action, a “Patent Challenge”), # Legacy shall, to the extent it or any of its Affiliates is aware of such Patent Challenge, provide at least thirty (30) days prior written notice to Primary of such Patent Challenge and # Legacy shall reimburse any reasonable, documented expenses incurred by Primary in defending against or taking any other action with respect to such Patent Challenge to the extent Legacy is entitled under the Existing Ag Agreement (or any Assigned Downstream Agreement) to be reimbursed therefor, with such reimbursement to be made within thirty (30) days of receiving an invoice with respect to the same from Primary. Notwithstanding the foregoing, if any Primary Patent is asserted against Legacy, any Affiliate thereof, or any Legacy Licensees or any subcontractors of any of the foregoing, under the direction of Legacy or any Affiliate thereof (in the case of any such assertion against any Third Party Legacy Licensees), or Primary, any Affiliate thereof, or any Third Party (in the case of Legacy, its Affiliates, and Legacy Licensees), then, as applicable, Legacy, its Affiliates, and Legacy Licensees are entitled to all and any defenses available to them with respect to such matter, including challenging the validity or enforceability of such patent, or undertaking any of the other actions referenced above (and such challenge or other action by Legacy, its Affiliates, or any Legacy Licensees in response to such an assertion shall not be considered a “Patent Challenge” for purposes of this Section 7.4).

Patent Listings. As between the Parties, Allergan shall have the sole right to make all filings with Regulatory Authorities in the Territory with respect to the Agreement Patents and, solely with respect to any Licensed Product, the UroGen Patents, including as required or allowed # in the United States, in the FDA’s Orange Book or under 42 U.S.C. §262(l), (b) in the European Union, under the national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 and # under any other international equivalents to the laws and regulations set forth in [clause (a) or (b) of this Section 7.3.7].

2.3Marketing. During the Term of this Agreement, Licensee shall affix to Licensed Products a statement in substantially the form: "U.S. Patent Nos. ​." The Licensee shall provide Licensor with the samples of its Licensed Products evidencing proper marking as required hereunder. From time to time, and within a reasonable time after written notice from Licensor, Licensor shall have the right to inspect Licensee's Licensed Products to determine if Licensee is marking in accordance with this paragraph.

Marking of Chattel Paper. No Grantor will create any Chattel Paper without placing a legend on the Chattel Paper acceptable to the Bank indicating that the Bank has a security interest in the Chattel Paper.

Packing, preservation and marking will be in accordance with the specification drawing or as specified on the Order, or if not specified, the best commercially accepted practice will be used, and at a minimum consistent with applicable law. In addition, Seller shall include the following information on each shipment under this Order: Buyer’s Order number, case number, routing center number (if provided by Buyer’s routing center), country of manufacture, destination shipping address, commodity description, gross/net weight in kilograms and pounds, dimensions in centimeters and inches, center of gravity for items greater than one (1) ton and precautionary marks (e.g., fragile, glass, air ride only, do not stack, etc.), loading hook/lifting points and chain/securing locations where applicable to avoid damage and improper handling. Seller shall place all markings in a conspicuous location as legibly, indelibly and permanently as the nature of the article or container will permit. All goods shall be packed in an appropriate manner, giving due consideration to the nature of the goods, with packaging suitable to protect the goods during transport from damage and otherwise to guarantee the integrity of the goods to destination. Goods that cannot be packed due to size or weight shall be loaded into suitable containers, pallets or crossbars thick enough to allow safe lifting and unloading. Vehicles that reach their destination and present unloading difficulties will be sent back to their point of departure.

Product Patent Rights. As between the Parties, Allena shall have the first right, but not the obligation, to enforce the Product Patent Rights against any and all actual or suspected infringements of any Product Patent Rights by Third Parties making, using or selling in the Field in the Territory a product that is or may be competitive with a Licensed Product (“Competitive Infringement”), and Althea shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Allena fails to bring any such action or proceeding within (as ​ days following the notice of alleged infringement or # ​ days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Althea shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Allena shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a Party brings an infringement action in accordance with this Section 6.2(b), the other Party shall, at the enforcing Party’s expense, cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither Party shall have the right to settle any patent infringement litigation under this Section 6.2(b) that includes any agreement or admission that any of the Product Patent Rights is invalid or unenforceable or that imposes any restriction or obligation on the other Party without the prior written consent of the other Party, which shall not be unreasonably withheld.

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.