Common use of Applications and Patents Clause in Contracts

Applications and Patents. 3.1 LICENSOR represents that LICENSOR holds title to all Technologies, Patents and/or Applications for Patents. 3.2 LICENSOR shall, after completion of an operable prototype that provides proof of concept for at least one Product utilizing one of the Technologies, use reasonable efforts to file and prosecute Patents, Applications and to maintain Patents. At any time during the term of this Agreement, LICENSEE may elect in writing to be released from its license in any of the Patents or their applications, in which event LICENSEE shall thereafter have no obligation to reimburse LICENSOR for any future expenses relating to such Patents or Patent applications, and LICENSOR shall have the option at its sole discretion and expense to file, prosecute, maintain and license to a third party such Patents. 3.3 LICENSEE shall pay for all costs for preparation, filing, prosecution and maintenance of Applications and Patents except for those Patents for which it has waived its rights, in writing. Such payments shall include those incurred prior to Effective Date. LICENSOR shall create purchase orders for all necessary equipment. Reimbursements may be made for out of pocket expenses by specifying the date the expense was incurred, the purpose of the expense to which the expense relates. 3.4 LICENSEE shall have final authority over selection of patent attorneys and all decisions concerning filing and prosecution of Applications and maintenance of Patents. However, LICENSEE shall keep LICENSOR reasonably informed of its filing, prosecution and maintenance activities and shall give LICENSOR the opportunity to comment on major decisions concerning such activities. 3.5 Neither Party shall at any time, directly or indirectly, oppose the grant of, nor dispute the validity or enforceability of, nor cooperate in any suit, claim, counterclaim or defense against any patent or claim included in the Patents.

Applications and Patents. 3.1 LICENSOR represents that LICENSOR holds FOUNDATION shall hold title to all Technologies, Patents and/or Applications for and Patents. 3.2 LICENSOR shall, after completion of an operable prototype that provides proof of concept for at least one Product utilizing one of the Technologies, FOUNDATION agrees to use reasonable efforts to file and prosecute Patents, Applications and to maintain Patents. At any time during the term of this Agreement, LICENSEE may elect in writing to be released from its license in any of the Patents or their applicationsApplications, in which event LICENSEE shall thereafter have no obligation to reimburse LICENSOR FOUNDATION for any future expenses relating to such Patents or Patent applicationsApplications, and LICENSOR FOUNDATION shall have the option at its sole discretion and expense to file, prosecute, maintain and license to a third party such PatentsPatents or Applications. 3.3 LICENSEE shall pay for all costs [***] for preparation, filing, prosecution and maintenance of Applications and Patents except for those Applications and  Patents for which it has waived its rights, in writing, as described in Section 3.2. Such payments reimbursable expenses [***]. Such expenses shall include those incurred prior be paid to Effective DateFOUNDATION by LICENSEE within thirty (30) days of receipt of an invoice therefore unless FOUNDATION has otherwise agreed, in writing. LICENSOR LICENSEE shall create purchase orders [***] by LICENSEE for all necessary equipment. Reimbursements may be made for out of pocket reimbursable expenses by specifying the date the expense was incurred, the purpose of the expense to which the expense relatesunder this agreement. 3.4 LICENSEE FOUNDATION shall have final authority over selection of patent attorneys and all decisions concerning filing and prosecution of Applications and maintenance of Patents. However, LICENSEE FOUNDATION shall keep LICENSOR reasonably LICENSEE informed of its filing, prosecution and maintenance activities activities, such information to include without limitation copies of all documents related to the filing, prosecution and maintenance of Applications and Patents, and shall give LICENSOR LICENSEE the opportunity option to comment on actively participate, including the right to co-counsel, in making major decisions concerning such activities. 3.5 Neither Party shall at any time, directly or indirectly, oppose the grant of, nor dispute the validity or enforceability of, nor cooperate in any suit, claim, counterclaim or defense against any patent or claim included in the Patents.