Patent Term Extension and Supplementary Protection Certificate. ​ shall be responsible for taking all decisions regarding Patent term extensions, including supplementary protection certificates and any other extensions that are now or become available in the future, wherever applicable, for ​ Nanobody Patents. It is the intention of the Parties that patent term extensions and supplementary protection certificates for the Licensed Compound and Licensed Products shall be secured using the ​ Product Patents, Joint Patents or ​ Patents. Only where it is not reasonably possible to secure patent term extensions and supplementary protection certificates for the Licensed Compound and Licensed Products under any of the ​ Product Patents, Joint Patents or ​ Patents, shall ​ in good faith consider any request by ​ to secure patent term extensions and supplementary protection certificates for the Licensed Compound and Licensed Products under the ​ Nanobody Patents (including the manner in which, if possible, the same can be secured under the ​ Nanobody Patents), taking into account # that the ​ Nanobody Patents are licensed by ​ to multiple licensees (on a compound-by-compound and target-by-target basis), # the obligations of ​ to its other licensees with respect to the ​ Nanobody Patents, # the reasonable interests of ​ in using the ​ Nanobody Patents to secure patent term extensions and supplementary protection certificates for its own products and product candidates, and # the chances of success in obtaining such patent term extensions and supplementary protection certificates for the Licensed Compound and Licensed Products under the ​ Nanobody Patents and the duration of the extension (if any) that could be obtained. Notwithstanding any of the foregoing, it is understood and agreed that ​ shall be allowed to take the final decision on any matter referred to in this [Section 7.9.3].

Patent Term Extension and Supplementary Protection Certificate. All decisions regarding, and to apply for, patent term extensions in the Territory, including the United States with respect to extensions pursuant to 35 U.S.C. §156 et. seq. and in other jurisdictions pursuant to supplementary protection certificates, and in all jurisdictions with respect to any other extensions that are now or become available in the future, wherever applicable, for the UroGen Patents with respect to the Licensed Products shall be made by ​, in each case including whether or not to do so; provided that ​ shall have final decision-making authority with respect to ​. Each Party shall provide prompt and reasonable assistance, as requested by the other Party, including, if applicable, taking such action as patent holder as is required under any Applicable Law to obtain such extension or supplementary protection certificate.

#​ shall have the responsibility of applying for any extension or supplementary protection certificate with respect to such Patents in the Territory. ​ shall keep ​ fully informed of its efforts to obtain such extension or supplementary protection certificate. ​ shall provide prompt and reasonable assistance, as requested by ​, including by taking such action as Patent holder as is required under any Applicable Law to obtain such Patent extension or supplementary protection certificate.

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).

The Parties shall coordinate and discuss which of the Patents within the Licensed Patents should be selected for term extensions, supplementary protection certificates, and equivalents thereof offering patent protection beyond the initial term with respect to any issued Patents (“Patent Term Extensions”) with respect to the Licensed Products in the Territory. Arcus shall have the right to make the final decision regarding which Patents are selected for Patent Term Extension in the Territory, and shall have the right to seek and obtain such Patent Term Extensions with respect to the Licensed Patents in the Territory.

“Patent” means # any national, regional or international patent or patent application, including any provisional patent application, # any patent application filed either from such a patent, patent application or provisional application or from an application claiming priority from any of these, including any divisional, continuation, continuation-in-part, provisional, converted provisional, and continued prosecution application, # any patent that has issued or in the future issues from any of the foregoing patent applications ((a) and (b)), including any utility model, petty patent, design patent and certificate of invention, # any extension or restoration by existing or future extension or restoration mechanisms, including any revalidation, reissue, re-examination and extension (including any supplementary protection certificate and the like) of any of the foregoing patents or patent applications ((a), [(b) and (c)])]), and # any similar rights, including so-called pipeline protection, or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any such foregoing patent application or patent.

“Patent Rights” means any and all # issued patents, # pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions and renewals, and all patents granted thereon, # patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, # inventor’s certificates, and # other forms of government-issued rights substantially similar to any of the foregoing.

“Patent(s)” means a patent or a patent application, including any divisions, continuations, continuations-in-part, invention certificates, substitutions, reissues, reexaminations, extensions, registrations, patent term extensions, supplementary protection certificates and renewals of any of the above.

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

all reissues, extensions, substitutions, continuations, divisions, supplementary protection certificates or extensions of term relating to the patent applications and patents referred to in # to # above; and