Institutions Patent Rights will be held in the name of Penn and CHOP and obtained with counsel selected by Penn and reasonably acceptable to Licensee (“Patent Counsel”). Penn shall control all actions and decisions with respect to the filing, prosecution and maintenance of Institutions Patent Rights and will consider in good faith the incorporation of any reasonable comments or suggestions by Licensee with respect to such filing, prosecution and maintenance. Penn will instruct Patent Counsel to copy Licensee on all correspondence related to Institutions Patent Rights (including copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application) and to interact with Licensee with respect to the preparation, filing, prosecution and maintenance of Institutions Patent Rights. Penn has the right to take action to preserve rights and minimize cost whether or not Licensee has commented, and will use reasonable efforts to not allow any Institutions Patent Rights for which Licensee is licensed and is underwriting the costs to lapse or become abandoned without Licensee’s written authorization under this Agreement, except for filing of continuations, divisionals, or the like that substitute for the lapsed application, provided that, Institutions shall ​ as set forth in this Agreement. For the purposes of this Agreement, “maintenance” of the Institutions Patent Rights includes inter partes patent review proceedings before the USPTO or a similar patent administration outside the US. For further clarity, validity challenges raised in infringement litigation will be handled per Section 5.4, Infringement.

Patent Prosecution. All applicable and material fees and filings due prior to the Effective Date in connection with the prosecution and maintenance of the Viela Patents listed in Exhibit C in the Territory have been completed.

Patent Prosecution. Upon any termination of this Agreement with respect to a Collaboration Target, BMS’ rights in respect of the prosecution and enforcement of any

Patent Prosecution. Commencing on the Effective Date, Licensee shall have the responsibility to apply for, seek prompt issuance of, and maintain while the License is in effect, the Patent Rights in the United States, in the foreign countries listed on Exhibit B hereto and in the foreign countries selected by Licensee and Licensee will keep [[Organization A:Organization]] informed of the foregoing on a current basis. Upon [[Organization A:Organization]]' request, Licensee will file and prosecute patent applications corresponding to the Patent Rights in any one or more other countries, to the extent commercially reasonable. [[Organization A:Organization]] shall cooperate fully with Licensee and provide all such information and data and execute any documents reasonably required in order to allow Licensee to conduct such prosecution and [[Organization A:Organization]] shall have the opportunity to provide substantive review and comment on any such filing or prosecution. The choice of patent counsel shall be reasonably acceptable to [[Organization A:Organization]].

#[[Durect:Organization]] Controlled Patents. Subject to [Sections 7.4(b) and 7.4(c)])], [[Durect:Organization]] shall control the Prosecution of all [[Durect:Organization]] Controlled Patents at [[Durect:Organization]]’s expense. For purposes of this Section 7.4, “[[Durect:Organization]] Controlled Patents” means ​

Institute shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain the Patent Rights existing as of the Original Effective Date and licensed to Licensee hereunder (the “Base Patent Rights”) at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Licensee. Institute will provide Licensee promptly with copies of all relevant documentation so that Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response. Institute agrees that it will incorporate any reasonable comments by Licensee in relation to such prosecution activities, provided that with respect to any claims of the Base Patent Rights that relate directly to Licensed Products or the manufacture or use thereof, Licensee shall have the right to make the 9745235_1.docx final decision regarding prosecution of such claims, including the filing of any new claims relating to Licensed Products or the manufacture or use thereof. Licensee agrees that all documentation relating to the prosecution and maintenance of the Patent Rights shall be the Confidential Information of both Parties. Without limiting the foregoing, Institute shall use all reasonable efforts to amend any patent application to include claims reasonably requested by Licensee to protect the products contemplated to be sold under this Agreement and the activities being conducted under the Research Agreement.

Patent Prosecution. Subject to the rights of Biogen Idec under the Millennium-Biogen Agreement:

Patent Prosecution. As between SFJ and Apellis, Apellis will have sole and exclusive right to prepare, file, prosecute and maintain all Patents within the APL Intellectual Property, including all Patents that cover the Trial Inventions and Apellis Improvements, at its own expense (including, for clarity, the sole and exclusive right to decide not to seek Patent protection or to abandon any such Patent). At Apellis’ request and expense (for reasonable out-of-pocket expenses), SFJ will reasonably cooperate with Apellis in preparing, filing, prosecuting, and maintaining such Patents.

Patent Prosecution. Each Party shall be solely responsible for the preparation, filing prosecution and maintenance of Patent Rights owned or Controlled by such Party, subject to the following:

Institute shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain # the Patent Rights existing as of the Original Effective Date and licensed to Licensee hereunder (the “Base Patent Rights”), and # prior to the exercise of the applicable Option, any patents and patent applications arising from activities conducted under the Research Agreement that relate solely to Autologous CTL Products that are # EBV-Specific CTL Products (prior to exercise of the EBV Autologous Option), or # [ * ]), at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Licensee. Institute will provide Licensee promptly with copies of all relevant documentation so that Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response. Institute agrees that it will incorporate any reasonable comments by Licensee in relation to such prosecution activities, provided that with respect to any claims of the Base Patent Rights that relate directly to Licensed Products or the manufacture or use thereof, Licensee shall have the right to make the final decision regarding prosecution of such claims, including the filing of any new claims relating to