Prosecution and Maintenance of Patents. Licensee shall prosecute and maintain in the Territory, through outside counsel, the patents and patent applications that are set forth in [Schedule C]. Following the ​ milestone referred to in [Section 7.02], however, ​. Each party shall bear its own costs related to such prosecution and maintenance and shall manage any administrative challenge to ​, including any interference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or similar administrative proceeding. Licensee shall manage any such interference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or similar administrative proceeding through outside counsel. ​. Licensee shall keep Merck advised of such prosecution and maintenance of patents and applications set forth in [Schedule C] and upon the written request of Merck, will provide advance copies of any substantive papers to be filed in connection with such prosecution and maintenance, including such applications, amendments thereto and other related correspondence to and from patent offices.

#​ Rights to Patent Prosecution and Maintenance of Licensed Patent Rights. As between the Parties, ​, at its sole discretion, shall be solely responsible for the preparation, filing, prosecution and maintenance of Patents within Licensed Patent Rights under [Exhibit B] using outside patent counsel mutually acceptable to both Parties. Denali will have an opportunity to review and comment on patent application drafts and correspondence with the patent offices, and ​ will consider Denali’s reasonable comments. Denali will provide to outside patent counsel all information reasonably necessary to prosecute the Patents, including, at Denali’s sole discretion, the chemical structures of Compounds within the scope of the genus of the Licensed Patents as filed. All costs (including outside counsel, annuities and other official fees) of preparing, filing, prosecuting and maintaining such Patents shall be borne solely by ​, unless otherwise provided in this [Section 6.1].

Subject to the following subsection, Customer will have the sole right and discretion to file (or not file), prosecute and maintain patent applications and patents claiming ​. Lonza will cooperate with Customer, at Customer’s expense, to file, prosecute, maintain, defend, and enforce patent applications and patents claiming any ​.

17 Prosecution and maintenance of Patents

Arcus shall have the first right to file, prosecute and maintain all Licensed Patents at Arcus’s sole expense using its own outside counsel reasonably acceptable to Abmuno. Arcus will use Commercially Reasonable Efforts to prepare, file, prosecute and maintain Licensed Patents; provided, however, that Arcus does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. Arcus shall keep Abmuno reasonably informed of material decisions or actions concerning the prosecution and maintenance of such Licensed Patents, including, without limitation, by providing copies of office actions and other material communications with patent offices, and providing a reasonable opportunity for Abmuno to deliver comments to Arcus regarding such prosecution materials, such comments to be considered by Arcus in good faith. Abmuno shall reasonably cooperate with Arcus in its efforts to prepare, file, prosecute and maintain Licensed Patents, including, without limitation, in responding promptly to Arcus’s requests for data, affidavits, and other information and assistance to support filing, prosecution and maintenance of the Licensed Patents in a timely manner. Arcus shall not take any action during prosecution and maintenance of the Licensed Patents that would materially adversely affect Abmuno, without Abmuno’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. If Abmuno fails to provide in writing its consent or its reasons for not providing such consent within ​ days after delivery of written request by Arcus to Abmuno for such consent, then Abmuno shall be deemed to have consented to such action.

Arcus shall have the first right to file, prosecute and maintain all Licensed Patents in the Territory using its own outside counsel reasonably acceptable to WuXi. All such prosecution and maintenance in the Territory will be at Arcus’ sole expense. Arcus shall keep WuXi reasonably informed of all decisions or actions concerning the prosecution and maintenance of such Licensed Patents in the Territory, including, without limitation, by providing copies of office actions and other communications with patent offices, and providing a reasonable opportunity for WuXi to deliver comments to Arcus or its selected counsel regarding such prosecution materials, such comments to be considered by Arcus in good faith and acting reasonably. WuXi shall reasonably cooperate with Arcus in its efforts to prepare, file, prosecute and maintain Licensed Patents, including, without limitation, in disclosing new Improvements to Arcus within thirty (30) days, and in responding promptly to Arcus’ requests for data, affidavits, and other information and assistance to support filing, prosecution and maintenance of the ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

for the prosecution and maintenance of patents as contemplated by this Agreement;

Option of Licensee to Prosecute and Maintain Patents. Each Party shall give ​ days (​) advanced written notice to the other Party (the “Notified Party”) of any desire to cease prosecution and/or maintenance of the patents and patent applications set forth in [Schedule C] or [Schedule D] including a desire to not maintain pendency, in each country, of at least one member of the family of any such patent or application. If the Notified Party provides written notice, within the ​ days, of a desire to continue prosecution or maintenance of the patents and patent applications on which the other Party desires to cease prosecution and/or maintenance, then such other Party shall permit the Notified Party to do so at the expense of the Notified Party.

For any Patent within Unum Program IP having a specification that could reasonably support and enable a ​ in each case covering only a ​, the following will apply: to the extent not already being pursued by Unum and to the extent consistent with reasonable practices in the Prosecution and Maintenance of Patents generally, upon SGI’s reasonable written request and provided that Unum reasonably agrees with SGI that the following Prosecution and Maintenance activities would not materially harm any Patents within the Unum

promptly informing the other party of any matters coming to such party’s attention that may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents.