Patent Marking. Each Party will mark, and will cause its Affiliates to mark, all Products with all Unum Background Patents and SGI Background Patents and Patents within the Unum Program IP and SGI Program IP in accordance with the patent laws of the jurisdictions in which such Product is manufactured, used or sold.

Patent Marking. The Products shall be marked with the number of each TRIS issued patent that applies to such Products in a manner to provide sufficient notice under 35 U.S.C. § 287(a) and other Applicable Law. In the event that the Product cannot be marked itself, the patent notice shall be placed on associated tags, labels, packaging, or accompanying documentation, either electronic or paper, as appropriate to provide sufficient notice under 35 U.S.C. § 287(a) and other Applicable Law.

Patent Marking. Zai Lab will comply, and will cause its Affiliates, licensees and sublicensees to comply with applicable laws, rules and regulations in governing the marking of pharmaceutical products in the Territory to identify the relevant issued patents.

Section # Patent Marking 26

Licensee shall fully comply with the patent marking provisions of the intellectual property laws of the United States, including 35 U.S.C. § 287(a).

Marking of Licensed Products. To the extent commercially feasible and consistent with prevailing business practices, Surface shall mark, and shall cause its Affiliates and Sublicensees to mark, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

Patent Challenge. Licensee acknowledges that prior to its entry into this Agreement it has had sufficient opportunity to review and assess the Patent Rights included in the Licensed Intellectual Property. Axsome shall have the right, exercisable in its sole discretion, to immediately, at Axsome’s sole option, terminate this Agreement or convert the licenses and sublicenses granted to Licensee from exclusive to nonexclusive licenses (with all other terms remaining unchanged), upon written notice to Licensee, effective upon receipt, if Licensee or any of its Affiliates or its or their respective Sublicensees, directly or indirectly, challenges the validity, enforceability or scope of any of the Licensed Patent Right. Neither Party shall, and each Party shall ensure that its Affiliates and their respective sublicensees do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the prosecution or enforcement of any Licensed Patent Rights to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to this Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge. For purposes of this [Section 8.3], “Challenge” will be interpreted as follows: Licensee, its Affiliates or any of its or their Sublicensees will be deemed to have made a “Challenge” of a Licensed Patent Right included in the Licensed Intellectual Property if Licensee or such Affiliate or Sublicensee, respectively: # institutes or voluntarily joins as a party to, or causes its counsel to institute on Licensee’s or such Affiliate’s or such Sublicensee’s behalf, any interference, opposition, re-examination, inter partes review, post-grant review or similar proceeding with respect to any such Licensed Patent Right with any patent office; or # makes any filing or institutes or voluntarily joins as a party to any legal proceeding, or causes its counsel to make any filing or institute or voluntarily join as a party to any legal proceeding on Licensee’s or such Affiliate’s or such Sublicensee’s behalf, with a court or other Governmental Authority (including any patent office) having authority to determine the validity, enforceability or scope of such Licensed Patent Rights, in which one (1) or more claims or allegations challenges the validity or enforceability of any such Licensed Patent Rights.

After the Parties have submitted for Regulatory Approval of a Product, they will discuss and agree on a strategy for seeking, in Unum’s name if so required, patent term extensions, supplemental protection certificates and the like available under Applicable Law, including 35 U.S.C. § 156 and applicable foreign counterparts, (each, an “extension”) for Patents in the Program IP in the Shared Territory in relation to each Product.

Patent Listings. Unum has the right, after consultation with SGI, to make all filings with Regulatory Authorities in the Shared Territory with respect to Unum Background Patents, SGI Background Patents and Patents within Unum Program IP or SGI Program IP, including as required or allowed in the Shared Territory, in the FDA’s Orange Book if in the future legislation employs the Orange Book for biologics, or its alternative. SGI has the sole right to make all filings with Regulatory Authorities in the Licensed Territory, under the national implementations of [Article 10.1(a)(iii)] of Directive 2001/EC/83 or other international equivalents. Each Party will # provide to the other Party all information, including a correct and complete list Unum Background Patents, SGI Background Patents and Patents within Unum Program IP or SGI Program IP (as applicable) to enable the other Party to make such filings with Regulatory Authorities with respect to such Patents as provided herein, and # cooperate with the other Party’s reasonable requests in connection with Unum Background Patents, SGI Background Patents and Patents within Unum Program IP or SGI Program IP (as applicable), including meeting any submission deadlines, in each case ((i) and (ii)), to the extent required or permitted by Applicable Law.

Patent Listings. ​ shall have the sole right to make all filings with Regulatory Authorities in the Territory with respect to ​ Product Patents, ​ 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 ​ all Information, including a correct and complete list of ​ Patents covering any Licensed Product or otherwise necessary or reasonably useful to enable ​ to make such filings with Regulatory Authorities in the Territory with respect to such Patents, and # cooperate with ​’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.

Confirmatory Patent Licenses. Each Party will, if so requested by the other Party, promptly enter into confirmatory license agreements, in a form consistent with the terms of this Agreement and reasonably acceptable to the Parties, for purposes of recording the licenses granted under this Agreement with such patent offices in the Territory as such Party reasonably considers appropriate. Unum will bear any filing costs and any costs of outside counsel or experts required with respect to such recordations in the Shared Territory. SGI will bear any filing costs and any costs of outside counsel or experts required with respect to such recordations in the Licensed Territory.

Confirmatory Patent License. ​ shall, if requested to do so by ​, immediately enter into confirmatory license agreements in the form or substantially the form reasonably requested by ​ for purposes of recording the licenses granted under this Agreement with such patent offices in the Territory as ​ considers appropriate. Until the execution of any such confirmatory licenses, so far as may be legally possible and subject to the provisions of [Article 7], ​ and ​ shall have the same rights in respect of the ​ Patents and be under the same obligations to each other in all respects as if the said confirmatory licenses had been executed.

Patent Term Extension. If elections with respect to obtaining patent term extension or supplemental protection certificates or their equivalents in any country with respect to Northern Patent Rights or other patent rights covering Licensed Products or their manufacture or use are available, Spero shall have the sole right to make any such elections. In case Spero decides not to make such election with respect to a Licensed Product, Northern has the right but no obligation to do so in its own name and at its own expense with respect to a product containing an Other Compound (but not with respect to a Licensed Product).

“Patent Right(s)” – # patent applications and patents in any country or supranational jurisdiction in the Territory, and # with respect to such patent applications and patents, any utility certificates, improvement patents and models, certificates of addition, divisional applications, refilings, renewals, re-examinations, continuations, continuations-in-part, patents of addition, extensions (including patent term extensions), reissues, substitutions, confirmations, registrations, revalidations, pipeline and administrative protections and additions, supplementary protection certificates and equivalent protection rights (e.g., in relation to paediatric extensions), and any equivalents of the foregoing.

Denali Patent License. Subject to the research rights already granted by ​ to Third Parties (referenced in [Section 8.1.8]) prior to the Effective Date, and subject to [Section 3.3], ​ hereby grants to Denali an exclusive, sublicensable, royalty-bearing license, under the Licensed Patent Rights, to make, have made, use, sell, offer for sale, and import the Compounds and Licensed Products in the Field in the Territory.

Product Patent Rights. As between the Parties, Allena shall have the initial right to file, prosecute and maintain the Product Patent Rights, at Allena’s expense. In the event that Allena desires to abandon any Product Patent Right, or if Allena later declines responsibility for any Product Patent Right, Allena shall provide reasonable prior written notice to Althea of such intention to abandon or decline responsibility (which notice shall, in any event, be given no later than ​ days prior to the next deadline for any action that may be taken with respect to such Product Patent Right with the U.S. Patent & Trademark Office or any foreign patent office), and Althea shall have the right, at its expense, to prepare, file, prosecute, and maintain such Product Patent Right

Broad Patent Rights. Althea shall have the sole right, but not the obligation, to file, prosecute and maintain the Broad Patent Rights, at Althea’s expense.

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 Term Restoration and Extension. Axsome shall be responsible for, in consultation with Licensee, seeking patent term extensions, supplemental protection certificates and the like available under Applicable Law in any country in the Territory in relation to the Licensed Patent Rights. Axsome and Licensee will cooperate in connection with all such activities. Axsome will give due consideration to all suggestions and comments of Licensee regarding any such activities, but in the event of a disagreement between the Parties, Axsome will have the final decision-making authority; provided, however, that Axsome will seek (or will allow Licensee to seek) to extend, including through the use of supplemental protection certificates and the like, any Licensed Patent

In partial reimbursement of Althea’s out of pocket costs incurred in the prosecution and maintenance of the Althea Patent Rights prior to the Effective Date, Allena shall pay to Althea ​ (US ​) within five (5) Business Days after the Effective Date.