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.

In the event that Arcus decides not to continue the prosecution or maintenance of a Patent within the Licensed Patents in any country, Arcus shall provide Abmuno with express written notice of such decision at least ​ days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Arcus less than ​ days prior to a deadline for taking action in response to such communication, then the deadline for giving such notice to Abmuno shall be ​ of the time remaining for response after such communication is received by Arcus. In such event, Arcus shall provide Abmuno with an opportunity to assume responsibility for prosecution and maintenance of such Patent. In the event that Abmuno, at Abmuno’s expense, assumes such responsibility, Arcus shall transfer the responsibility for prosecution and maintenance of such Patent to Abmuno, and in such case, Arcus, at Arcus’s expense, shall provide Abmuno an update of the filing, prosecution and maintenance status for each such Patent, including copies of any material official correspondence to or from patent offices. Arcus shall no longer have any right or license in, to or under such Patent under this Agreement. For purposes of clarification, upon assuming responsibility for prosecution and maintenance of any Patent, Abmuno, at Abmuno’s sole discretion, may or may not continue such prosecution and maintenance, and shall have a right, at any time, to abandon such prosecution and/or maintenance or to transfer such prosecution and/or maintenance, or a share of such prosecution and maintenance, to JN Biosciences. In the event that Abmuno, solely or together with JN Biosciences, prosecutes, or JN Biosciences solely prosecutes, such a Patent to issuance, Arcus may reinstate Arcus’s rights and license under such Patent to the full extent of Abmuno’s and JN Biosciences’ interests in such Patent by # reimbursing Abmuno and JN Biosciences for their documented costs and expenses related to the prosecution and maintenance of such Patent and # assuming, in writing, Abmuno’s and JN Biosciences’ responsibility, to the full extent of such responsibility, for the continued prosecution and maintenance of such Patent in accordance with this Section 9. In the event a Patent issues with respect to any such Patent during the period that Abmuno, either solely or jointly with JN Biosciences, or JN Biosciences by itself, is conducting the prosecution and maintenance of such Patent, Abmuno shall provide prompt written notice thereof to Arcus. If Arcus elects to reimburse Abmuno and JN Biosciences for their costs and expenses related to the prosecution and maintenance of such Patent and to reassume Abmuno’s and JN Biosciences’ responsibility for the continued prosecution and maintenance of such Patent, in order to reinstate its rights and license to such Patent, then Arcus shall provide Abmuno with written notice of such election, and Abmuno shall provide to Arcus promptly its and JN Biosciences’ documented costs and expenses related to the prosecution and maintenance of such Patent, and following receipt of Arcus’ reimbursement of such costs and expenses, shall transfer that portion of responsibility held by Abmuno, and shall use Commercially Reasonable Efforts to cause JN Biosciences to transfer that portion of responsibility held by JN Biosciences, for prosecution and maintenance of such Patent to Arcus. In such case, Abmuno, at Abmuno’s expense, shall provide Arcus an update of the filing, prosecution and maintenance status for each such Patent, including copies of any material official correspondence to or from patent offices,that Abmuno is in possession of.