Common use of Improvements Clause in Contracts

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, solely invented Improvements and Licensor shall own all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceivedLicensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, madeand the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or reduced termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to practice Improvements invented solely by Licensor during and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the Term term of this License Agreement, Licensee shall be responsible, in its sole discretion and all expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of Licensor’s any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications claiming its Improvements shall: to Licensor, and (iiii) remain the sole such patents and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements patent applications shall no longer be subject to Section 5.01 and Section 5.02; andthis Agreement. (iiie) if first conceivedFollowing expiration or termination of this Agreement, madeLicensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or reduced not to practiceconduct any further activities with respect to such patent applications or patents, after the Spin-off Dateparty electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such Improvements patents or patent applications. The party electing to continue such activities shall not be licensed solely responsible for all costs relating to Licensee, unless the parties otherwise specifically agree in writingsuch activities.

Improvements. Section 5.01 During (a) Each party shall notify the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) other party promptly after the filing date or, where applicable, the effective date of any assignment sole or transfer joint inventions directed to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and Improvements under such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvementparty's control. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement(b) As between the parties, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All own all right, title and interest in and to any Improvement conceived, made or reduced to practice Improvements invented solely by Licensee during the Term of this License Agreement, and all of Licensee’s patents employees or contractors and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All Licensor shall own all right, title and interest in and to any Improvement conceivedImprovements invented solely by Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, madeand the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the term of this Agreement, either party shall have the liberty to freely practice Improvements in its respective territories. (c) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.4 shall apply. (d) Following expiration or reduced termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to practice Improvements invented solely by Licensor during and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (e) During the Term term of this License Agreement, Licensee shall be responsible, in its sole discretion and all expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of Licensor’s any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications claiming its Improvements shall: to Licensor, and (iiii) remain the sole such patents and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements patent applications shall no longer be subject to Section 5.01 and Section 5.02; andthis Agreement. (iiif) if first conceivedFollowing expiration or termination of this Agreement, madeLicensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (g) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.2(g), or reduced not to practiceconduct any further activities with respect to such patent applications or patents, after the Spin-off Dateparty electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such Improvements patents or patent applications. The party electing to continue such activities shall not be licensed solely responsible for all costs relating to Licensee, unless the parties otherwise specifically agree in writingsuch activities.

Improvements. Section 5.01 During (a) The parties will form an advisory committee, consisting of the Investigator, relevant personnel working in his laboratory, and appropriate members of Company to discuss the Improvements and related data generated by the parties and the parties’ strategy and goals for research related to the Improvements. The committee will meet quarterly in person or by telephone and will not have any decision-making authority under this Agreement. Company will be responsible for preparing meeting minutes and written action items [***] after each committee meeting. (b) To the extent there are no third party obligations, for a period commencing on of five (5) years from the Effective Date Drexel hereby grants to Company the first option to license Drexel’s rights in each Improvement (including each Improvement made solely by Drexel and ending each Improvement made jointly by Drexel and Company) (the “Option”), related patent rights and/or related know-how for [***] after Company has been notified of the existence of each such Improvement. Within [***] after Drexel receives written disclosure of any Improvement, Drexel will notify Company in writing of such Improvement, furnishing Company a copy of any invention disclosure and any related patent applications on a confidential basis. Drexel will take reasonable steps, consistent with its customary and usual practices, to ensure that any such notification to Company is made reasonably before the Spin-Off Dateoccurrence of any disclosure or other activity that might impair any patentability of such Improvement. Within [***] after receipt of such notice from Drexel, Licensor shall provide by written notice to Licensee (“Improvement Notice”) promptly after Drexel Company may exercise the filing date oroption to license such Improvement, where applicablerelated patent rights and/or related know-how, and Drexel and Company shall negotiate in good faith to determine the effective date terms of any assignment or transfer to Licensor, of any relevant Improvement Patentssuch license agreement. The Improvement Notice parties agree that the terms of such license agreement will be determined, in part, by taking into account comparable transactions in the marketplace, including but not limited to any comparable transactions between Company and Drexel, including this Agreement, and will provide for reasonable milestone and royalty payments for products subject to such license agreement and this Agreement. If Company and Drexel fail to execute a license agreement within [***] after Company has been notified of such Improvement, Drexel shall include a copy of the relevant patent application and such other details of be free to license the Improvement to any party upon such terms as would reasonably be necessary ▇▇▇▇▇▇ ▇▇▇▇▇ appropriate without any further obligation to effectively evaluate Company. For clarity, any license to the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spinknow-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice how will be a Licensed Patent under this License Agreement. (a) All non-exclusive. The parties expressly agree that Drexel shall solely own all right, title and interest in and to each Improvement, including any Improvement conceivedrelated patent rights and know-how, made or reduced jointly by Drexel and Company. Company does hereby agree to practice by Licensee during the Term of this License Agreement, and have all of Licensee’s patents and patent applications claiming its Company inventors who made an inventive contribution to such Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed assign to Licensor, unless the parties otherwise specifically agree in writing. (b) All Drexel all right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writinginventive contributions.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date6.1 Licensee will timely inform Licensor, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensorin writing, of any relevant Improvement Patentsimprovements, changes, advances and/or modifications to the Licensed Products or Licensed Technology, and the purpose(s) therefor, made by Licensee. The Improvement Notice Any and all such improvements, changes, advances and/or modifications to the Licensed Products or Licensed Technology made by Licensee ("Licensee Improvements") shall include be co-owned equally by Licensor and Licensee. Licensee may, at its own expense, file US and foreign patent applications to patent the Licensee Improvements and shall assign a copy 50% ownership interest in all US and foreign patent applications and patents for the Licensee Improvements to Licensor. In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇ is a contributing inventor (co-inventor) of any claimed inventions in such US and foreign patent applications, the parties agree that ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as the first inventor in such patent application, including in all legal documents relating to these patent applications filed by the Licensee; unless such claims comprise less than 25% of all claims made in the application, in which case he will be provided in second position. Licensee will have exclusive rights to use any Licensee Improvements for stationary W2P and WHR Applications, and shall continue to pay Royalties to Licensor per Addendum A. Licensor shall have a royalty-free right to use the patented and non-patented Licensee Improvements for all applications with the exception of stationary W2P and WHR Applications. In the instance of a bankruptcy or other liquidation by either Licensee or Licensor, then the bankrupt party’s 50% ownership of the relevant Licensee Improvements will automatically vest back to the other non-bankrupt party, who shall thereafter own 100% of such Licensee Improvements. A Licensee Improvement is defined as a refinement, optimization or other modification to the core methods and approaches to the Cyclone Engines devised by Cyclone. Further, a Licensee Improvement is built on an already existing or future Patent claim by Cyclone, but makes such claim better in any manner. WHE may file a new patent application and such other details covering any improvements to the WHE-DR engine design that WHE is working on as of the Improvement date of this Agreement. This new patent filing will be owned 50:50 by Cyclone and WHE as would reasonably a Licensee Improvement, and shall be necessary covered in the definition of the Licensed Technology in this Agreement (meaning, Royalties will be payable on the sale of engines using this Generation 1 design and all Licensee Improvements thereto). ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as “first inventor” in any such patent application filed by WHE for the WHE-DR engine as set forth in this paragraph. Licensee shall be responsible for costs of patent filings and maintenance for such Licensee Improvements in the US and also internationally where Licensee choses to effectively evaluate the Improvement. Section 5.02 file. If Licensee wishes fails to include any Improvement Patents identified maintain issued patents on such Licensee Improvements in an Improvement Notice as a Licensed Patent the US (subject to allowable cure periods under US patent law), then Licensor may assume 100% ownership of such Licensee Improvements if Licensor pays for such maintenance fees; however, such Licensee Improvements will still be covered under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title 6.2 Licensor have and interest in will continue to have sole and absolute discretion to any Improvement conceived, made or reduced make decisions with respect to practice by Licensee during the Term procurement and prosecution of this License Agreement, and all of Licensee’s the patents and patent applications claiming its Improvements shall: (i) remain for the sole and exclusive property Licensed Technology, except as provided in Section 6.1 above, including the right to abandon any such patent application, provided the abandonment does not materially harm the business or operations of Licensee; and (ii) . Licensor’s abandonment of or any failure to obtain or maintain an issued patent originating from any of the patents or patent applications will not be licensed relieve or release Licensee from its obligation to Licensorpay the License Fees and Royalty provided in this Agreement, unless provided the parties otherwise specifically agree in writingabandonment does not materially harm the business or operations of Licensee. (b) All right, title and interest in and to 6.3 Licensee will not contest the validity or enforceability of any Improvement conceived, made, patents that issue from or reduced to practice solely by Licensor during as a result of any of the Term of this License Agreement, and all of Licensor’s patents and or patent applications claiming its Improvements shall: for the License Technology or any continuations, divisionals or continuations-in-part of such applications. Licensee will not assert as a defense in any litigation with respect to Licensed Products that any patents that issue from or as a result of any of the patent applications (iincluding any continuations, divisionals or continuations-in-part of such applications) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, are invalid or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingunenforceable.

Improvements. Section 5.01 During 4.1 Licensor and Licensee agree that they shall keep each other mutually informed of any Improvements to any Algae Biomass Technology for producing Licensed Products of which they become aware during the period commencing on the Effective Date and ending on the Spin-Off Dateterm hereof, Licensor shall provide written notice to Licensee whether they become aware of such Improvements through their own efforts or efforts of Sublicensees (“Improvement NoticeImprovements”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents). The Improvement Notice Licensor and Licensee shall include a copy inform one another of the relevant patent application nature and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than substance thereof within thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreementfollowing awareness of such Improvements. (a) All 4.2 The parties hereto agree that ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall hold the entire right, title title, and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, Improvements and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingIntellectual Property relating thereto. (b) All 4.3 Licensee shall have the right, title and interest in and for a period of ninety (90) days following a written communication to any Improvement conceived, made, or reduced to practice solely Licensee by Licensor during describing the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or that have been reduced to practice, to elect to include such Improvements within the period commencing on the Effective Date and ending on the Spin-off Date, terms of this License Agreement whereby such Improvements shall be subject become Elected Improvements. If Licensee fails or refuses to Section 5.01 and Section 5.02; and (iii) if first conceivedso elect, made, or reduced Licensee hereby releases any rights to practice, after the Spin-off Date, such Improvements to Licensor and Licensor shall not be licensed free to commercialize such Improvements without accounting to Licensee. Should Licensee elect such Improvements and subsequently commercialize such Improvements, unless Licensee agrees to pay Royalties on such Improvements in accordance with Article III. 4.4 Licensor and Licensee agree to execute any documents or papers deemed necessary to effectuate the parties otherwise specifically agree in writingintent of this Article IV and further to execute such documents or papers as may be necessary for the prosecution of any patents or applications for patents covering the elected Improvements.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice Immtech agrees that all Improvements developed by Licensee Immtech during the Term term of this License AgreementAgreement shall be made available on the same basis and under the same terms as set forth in this Agreement at no additional cost to Criticare. Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Criticare, and all of Licensee’s patents and patent applications claiming its at Criticare's option such Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not may be licensed to Licensor, unless the parties otherwise specifically agree included in writingthis Agreement and/or Products. (b) All rightIf Criticare requests Immtech, title in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be responsible for all out of pocket costs, including attorney fees, of filing and interest in prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to any Improvement conceivedmaintain its rights thereunder. Immtech shall cooperate fully with the prosecution, made, or reduced to practice solely maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by Licensor Criticare during the Term term of this License Agreement shall be made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and at Immtech's option may be included in Products and/or may be licensed from Criticare on the same basis and under the same terms as set forth in this Agreement. (d) Upon termination of the term of this Agreement, and all Criticare's rights to continue use of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Immtech's Improvements shall be subject limited by the scope of Immtech Patent Rights existing upon termination. Likewise, upon termination of the term of this agreement, Immtech's rights to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such continue use of Criticare's Improvements shall not be licensed to Licensee, unless limited by the parties otherwise specifically agree in writingscope of Criticare's patent rights existing upon termination.

Improvements. Section 5.01 During 10.1 All IMPROVEMENTS to PRODUCTS that are developed, owned, or acquired (with the period commencing right to license) by LICENSOR shall be promptly identified to LICENSEE. LICENSEE shall have the right, at its sole election, to include such IMPROVEMENTS in PRODUCTS at the then current royalty rate. Upon request of LICENSEE, LICENSOR shall promptly provide all relevant information relating to such IMPROVEMENTS to LICENSEE including providing technical assistance and regulatory assistance to LICENSEE as provided for in Article 5. 10.2 LICENSOR shall promptly notify LICENSEE in writing whenever LICENSOR shall have developed new products, however, [*] shall have the right to perform preliminary studies and file for a United States patent application on the Effective Date and ending on new product at his expense before LICENSOR is required to disclose the Spin-Off Date, Licensor new product to LICENSEE. LICENSEE shall provide written have ninety (90) days from the date of such notice to Licensee inform LICENSOR of its desire to license such product under reasonable terms and conditions to be mutually agreed upon. If LICENSEE and LICENSOR are unable to agree on suitable terms and conditions for such license within ninety (“Improvement Notice”90) promptly after days from the filing date orend of such first ninety-day period, where applicableLICENSOR shall be free to negotiate with third parties. However, prior to executing a license with any third party on terms more favorable than those last offered to LICENSEE for such products, LICENSEE shall have the effective date right to license such Products under the same terms and conditions to the terms and conditions LICENSOR would have granted to such third party. All disclosures of any assignment or transfer new information and products under this Section 10.2 shall be under suitable terms of confidentiality and a separate non-disclosure agreement shall be executed by the parties for each such new product. 10.3 Exhibit A-2 is a list of pending patent applications on current new products which LICENSOR is providing to LicensorLICENSEE for review. With respect to the patent applications listed on Exhibit A-2 only, LICENSEE shall have the earlier of any relevant Improvement Patents. The Improvement Notice shall include a copy ninety (90) days from the issuance of the relevant United States patent application and such other details or one hundred fifty (150) days from the execution of the Improvement as would reasonably be necessary this Agreement to effectively evaluate the Improvement. Section 5.02 If Licensee wishes inform LICENSOR of its desire to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee such patent applications or patents in the notice will be a Licensed Patent under this License Agreementlicense granted herein with running royalty payments as provided for in Section 3. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain During the sole term of this Agreement, VaccGen shall disclose to InterCell, in writing, all VaccGen Improvements, whether patentable or not, if any. With respect to all VaccGen Improvements disclosed under this Section 5.2(1), such VaccGen Improvements shall be automatically included under the terms and exclusive property conditions of Licensee; andthis Agreement, including without limitation the license grant to InterCell in Section 2.1. (ii) not be licensed During the term of this Agreement, InterCell shall disclose to LicensorVaccGen, unless the parties otherwise specifically agree in writing, all InterCell Improvements, whether patentable or not, if any. With respect to all InterCell Improvements disclosed under this Section 5.2(ii), when InterCell has so promptly disclosed, InterCell will assign its rights in, to and under any such InterCell Improvements to Cheil and such InterCell Improvements shall be included under the terms and conditions of this Agreement, including without limitation the license grant to InterCell in Section 2.1. (biii) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during In accordance with the Term of this Cheil License Agreement, Cheil and VaccGen shall have the first and second options, respectively, of filing, prosecuting and maintaining any patent applications, at their cost and expense, regarding Improvements disclosed under Section 5.2(i) and (ii). VaccGen shall provide InterCell with all of Licensor’s patents material documentation and correspondence from, sent to or filed with patent offices regarding such patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced with a reasonable opportunity to practice, within the period commencing review and comment upon all filings with such patent offices in advance. VaccGen shall reasonably consult with InterCell with respect thereto and raise InterCell’s comments and concerns thereto with Cheil. Title to any such patent applications and any patents issuing therefrom on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively licensed to InterCell in the Territory under the terms and conditions of this Agreement, including without limitation the license grant in Section 5.01 and Section 5.02; and2.1. (iiiiv) if first conceivedIf VaccGen and Cheil elect not to file, madeprosecute or maintain any such patent applications or patents on such Improvements, then InterCell shall have the right, but not the obligation, to file, prosecute and maintain any such patent applications or reduced patents on such Improvements at its own expense. Title to practice, after the Spin-off Date, any such patents on such Improvements shall not be licensed in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively sublicensed to LicenseeInterCell in the Territory under the terms and conditions of this Agreement. InterCell shall be entitled to deduct any amounts it incurs as a result of its filing, unless the parties otherwise specifically agree in writingprosecution or maintenance of any patent applications or patents under this Section 5.2(iv) from any amounts due to VaccGen under this Agreement.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice 5.1 The Licensee undertakes that subject to Licensee (“Improvement Notice”) promptly after the filing date or, where applicableany obligations as to confidence, the effective date Licensee must immediately Disclose to the Licensor any Improvements created or developed by, for or on behalf of any assignment the Licensee upon it becoming aware that an Improvement has been or transfer may be created or developed. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5.2 In consideration of the rights granted under Clause 2 with respect to Disclosure of the Licensed Know-How, Licensed Patents, and/or the [***] all Intellectual Property in Improvements shall vest in and be owned by the Licensor. The Licensee hereby assigns to the Licensor, with full title guarantee (subject only to the obligation to assign to Licensor), of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All rightrights, title and interest in and to any Intellectual Property in any Improvements it owns or will own, together with any related rights and powers arising or accrued, including but not limited to the rights to ▇▇▇ for damages (and the right to retain any damages obtained) for all past infringements. To the extent that any assignment of future rights is prevented by law, the Licensee shall hold any such right on trust for the Licensor absolutely until such purported transfer of rights is perfected. The Licensee further agrees to execute or procure the execution of such deeds or documents and do or procure the doing of such acts and things as may be necessary or desirable to perfect the transfer of title to the Licensor or effect the recording or registration of the assignment of any such Intellectual Property to the Licensor (all reasonable costs incurred by the Licensee in providing such co-operation shall be paid for by the Licensor). Any such Improvement conceived, made or reduced transferred to practice by Licensee during the Term Licensor hereunder shall be considered Licensed Know-How and/or Licensed Patents for purposes of this License TTL Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During 6.3.1 LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents Technology that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this License Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSOR with the opportunity to review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR, at LICENSOR’s expense, to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all of Licenseeimprovements to the Licensed Technology which are jointly made by LICENSOR and LICENSEE (which shall also be included within “Licensee Improvements”), shall be owned by LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE, at LICENSEE’s patents expense, to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingpublish. (b) 6.3.6 All rightLicensor Improvements shall automatically become subject to the license granted in Section 2.1 above and any patent rights therein shall be deemed to be Licensed Patents for the purposes of this Agreement, title subject to the same rights and interest in and obligations applicable to any Improvement conceivedLicensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or reduced offer for sale any such jointly made Licensee Improvements outside of the Field, subject to practice a commercially reasonable royalty and all other customary license provisions to be negotiated in good faith by the parties. Notwithstanding the foregoing, and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to the Employment Agreement and the Consulting Agreements described in the preamble to this Agreement in the Field shall be “work made for hire” and will be owned solely by Licensor during and assigned to the Term LICENSEE. LICENSEE understands and acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of ownership by LICENSEE pursuant to this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing6.3.7.

Improvements. Section 5.01 During (a) Licensee shall have no right to make any additional changes, alterations or improvements to the period commencing Property or License Area, unless College provides written permission to make such changes, alterations or improvements, which permission may be granted and conditioned in the sole discretion of the College (“Improvements”). Any other Improvement, of which College has approved, shall be accompanied by plans and specifications providing for the alteration, change or improvement, which plans and specifications shall be subject to the College’s approval. All construction or alterations shall be performed diligently and in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the Property. Licensee shall pay all costs related to the Improvements performed by it, or caused to be performed by it, on the Effective Date Property as permitted by this Agreement. Nothing herein shall be interpreted as suggesting the College will allow Improvements at any time and ending on Licensee enters into this Agreement with the Spin-Off Dateunderstanding it must use the License Area in its as is condition without planning for any Improvements. (b) Licensee shall keep the Property and the Improvements free and clear of all mechanics’ liens resulting from construction and/or alterations performed by, Licensor for or at the request of Licensee, it being acknowledged and agreed that nothing herein is intended to state or imply that the Property is subject to mechanic’s liens, as the Property is and will continue to constitute real property owned by a public entity during the entire term of this Agreement. Licensee shall provide written notice do all things reasonably necessary to Licensee (“Improvement Notice”) promptly after prevent the filing date or, where applicable, the effective date of any assignment such mechanic’s or transfer to Licensor, of other liens against the Property or the Improvements. If any relevant Improvement Patents. The Improvement Notice such lien shall include a copy of at any time be filed against the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License AgreementProperty and/or improvements thereon or therein, Licensee shall provide written notice cause the same to Licensor specifying be discharged of record or bonded over to the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than satisfaction of the College within thirty (30) days after the Spin-off Date. Immediately upon from Licensee’s notice to Licensorreceipt of a copy of such lien. Licensee may not collateralize, each Improvement Patent identified obtain financing by Licensee in securitization or borrow against the notice will be a Licensed Patent under this License Agreementvalue of the Property. (ac) All rightNotwithstanding anything to the contrary stated or implied herein, title and interest Licensee shall not take any action or give any approval that will result in and to any Improvement conceived, made a change in the zoning of the Property that will be binding on the Property or reduced to practice by Licensee during impact or affect College after the Term expiration or earlier termination of this License Agreement, and all or alter, eliminate or in any way modify any of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not entitlements for the Property in any manner that will be licensed to Licensor, unless binding on the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, Property or reduced to practice solely by Licensor during College after the Term expiration or earlier termination of this License Agreement, and all in each case without prior written consent of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingCollege.

Improvements. Section 5.01 During 6.1 Should Licensee or any consultant or employee of Licensee during the period commencing on term of this Agreement make or discover or conceive any improvement in connection with the Effective Date and ending on Technology, whether patentable or not, which if practiced would constitute an infringement of any valid claim under any of the Spin-Off Date, Licensor shall provide written notice to Licensee Patents (“Improvements”), Licensee may in its sole discretion disclose or cause the same to be disclosed to GTRC, and such Improvement Noticeshall be deemed to be a part of the “Technology”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreementforegoing notwithstanding, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All own all right, title and interest in any such Improvements and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain shall have the sole and exclusive property right, but not the obligation, to file, prosecute and maintain at its own cost and expense any patents or other protection with respect to such Improvements. Licensee in its sole discretion, may make available to GTRC and GIT any information or data necessary for the proper understanding or use of Licensee; and (ii) the Improvements it makes to the Technology and in its sole discretion may grant to GTRC and GIT an irrevocable, nonexclusive, royalty-free, nontransferable license to use the Improvements throughout the world for educational and research purposes only as practiced by GTRC and GIT and not be licensed to Licensor, unless the parties otherwise specifically agree in writingfor any commercial use or exploitation. 6.2 If GTRC makes or discovers or conceives of any Improvement through ▇▇▇▇ ▇▇▇▇▇, (b) All rightother than Improvements described in Section 6.3 below), title GTRC shall, subject to the rights any third party may have as a result of, but not limited to, sponsored research, disclose or cause the same to be disclosed to Licensee and interest any such Improvement shall be deemed to be included in the term “Technology” and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of be included in this License Agreement, Agreement and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 the terms hereof and any application for letters patent or other equivalent protection made in respect thereof shall be treated as if it were included in the term “Patents”. Licensee shall have the sole option to file, prosecute and maintain all patent applications relating to such Improvements. If Licensee exercises its option in accordance with this paragraph, Licensee shall be responsible for all costs, fees and expenses incurred in connection with the filing, prosecution and maintenance of such patent applications and the maintenance of any patents issuing therefrom. In the event that Licensee declines to file, prosecute or maintain any application or patent relating to such Improvements, Licensee shall give GTRC prompt notice of such decision. Thereafter, GTRC may, at its own expense, continue to prosecute or maintain such application or patent, which shall no longer be included within the Patents. 6.3 Notwithstanding anything contained herein to the contrary, GTRC acknowledges that the Licensee intends to use ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each a “GTRC Affiliate and collectively the “GTRC Affiliates”) to provide services as a consultant to the Licensee. The Parties expressly acknowledge and agree that ownership of any discovery or improvement to the Technology, whether patentable or not, developed by GTRC Affiliates or any other personnel of GIT and/or GTRC in the capacity of a consultant to Licensee shall be determined in accordance with, but not limited to, section 5.14 “Intellectual Property Policy” and section 5.2 “Conflict of Interest, Consulting, Disclosure” of the Georgia Tech Faculty Handbook (the “GT Handbook”) and Section 5.02; and 10 of this Agreement. The Parties further acknowledge and agree that for so long as the Consulting Agreement presently contemplated to be entered by and between ▇▇▇▇ ▇▇▇▇▇ and the Licensee (iiithe “▇▇▇▇▇ Consulting Agreement”) if first conceivedis entered into in accordance with and in adherence to section 5.14 and section 5.2 of the Georgia Tech Faculty Handbook and for so long as the ▇▇▇▇ ▇▇▇▇▇’▇ services pursuant to the ▇▇▇▇▇ Consulting Agreement meets the requirements for “Individual Effort” as set forth in Section 5.14.6 of GT Handbook, madethe ownership of any work product, including any discovery or reduced improvement relating to practice, after the Spin-off Date, such Improvements shall not Technology and intellectual property rights therein resulting from the Consulting Agreement may be licensed assigned by ▇▇▇▇ ▇▇▇▇▇ to Licensee, unless the parties otherwise specifically agree Licensee as set forth in writingthe ▇▇▇▇▇ Consulting Agreement.

Improvements. Section 5.01 During 4.1 Licensor and Licensee agree that they shall keep each other mutually informed of any Improvements to any Algae Biomass Technology for producing Licensed Products of which they become aware during the period commencing on the Effective Date and ending on the Spin-Off Dateterm hereof, Licensor shall provide written notice to Licensee whether they become aware of such Improvements through their own efforts or efforts of Sublicensees (“Improvement NoticeImprovements”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents). The Improvement Notice Licensor and Licensee shall include a copy inform one another of the relevant patent application nature and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than substance thereof within thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreementfollowing awareness of such Improvements. (a) All 4.2 The parties hereto agree that ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall hold the entire right, title title, and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, Improvements and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingIntellectual Property relating thereto. (b) All 4.3 Licensee shall have the right, title and interest in and for a period of ninety (90) days following a written communication to any Improvement conceived, made, or reduced to practice solely Licensee by Licensor during describing the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or that have been reduced to practice, to elect to include such Improvements within the period commencing on the Effective Date and ending on the Spin-off Date, terms of this License Agreement Vertigro Algae Technologies LLC whereby such Improvements shall be subject become Elected Improvements. If Licensee fails or refuses to Section 5.01 and Section 5.02; and (iii) if first conceivedso elect, made, or reduced Licensee hereby releases any rights to practice, after the Spin-off Date, such Improvements to Licensor and Licensor shall not be licensed free to commercialize such Improvements without accounting to Licensee. Should Licensee elect such Improvements and subsequently commercialize such Improvements, unless Licensee agrees to pay Royalties on such Improvements in accordance with Article III. 4.4 Licensor and Licensee agree to execute any documents or papers deemed necessary to effectuate the parties otherwise specifically agree in writingintent of this Article IV and further to execute such documents or papers as may be necessary for the prosecution of any patents or applications for patents covering the elected Improvements.

Improvements. Section 5.01 During i. The Improvements generated by Licensee alone, shall be owned by the period commencing on Licensee. Improvements generated by Licensee with the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date participation of any assignment other natural person performing for Licensee as an employee or transfer to Licensor, any type of any relevant Improvement Patents. The Improvement Notice contractor shall include a copy of be considered as the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified Improvements generated by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensoralone, unless the parties otherwise specifically agree applicable law provides otherwise. Licensee shall notify any such Improvements to Licensor and disclose to Licensor an overall description. Such disclosure will be made in writing.writing within a reasonable time after such Improvement is generated ii. The Improvements generated jointly by Licensee and Licensor, shall be co-owned by Licensee and Licensor equally. The rules governing the management and exploitation of those Improvements (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during including the Term financial conditions of this License Agreementexploitation) shall be defined in the specific agreement which led to the said Improvements. If there is no specific agreement in place, the management and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements exploitation shall be subject to Section 5.01 the same rules as the Patent Rights. This applies to Improvements generated jointly by Licensee and Section 5.02; andthe Licensor. Notwithstanding the foregoing, the Parties agree to use their best efforts to reach an agreement concerning the ownership of such Improvements. iii. The Improvements generated by Licensor alone, shall be owned by Licensor. Notwithstanding the foregoing, Licensor undertake to disclose to Licensee in reasonable detail all Improvements. Such disclosure will be made in writing within a reasonable time after such Improvement is generated. After receipt of such disclosure, Licensee shall benefit from a three (iii3) if first conceived, made, or reduced months’ exclusive option to practice, after the Spin-off Date, include such Improvements shall in the same scope of the License, in which case, the Improvements will become an integral part of this Agreement and paid as part of the Royalties. If Licensor does not receive the written notice within the three (3) months’ period, then Licensor will be licensed free to Licenseeuse such Improvements and grant licenses thereto at its sole discretion to third parties. This applies to Improvements generated by Licensor together. Any and all conditions set forth in this article apply only upon their compliance with superseding conditions of financing i.g., unless the parties otherwise specifically agree in writingresearch grants, used for development of such Improvements.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title If Licensor makes or acquires any Improvements to the Licensed Product and interest Licensor elects to make the Improvements available in the Market in the Territory and to any Improvement conceivedLicensee, made or reduced Licensor will notify Licensee in writing of the Improvements and such Improvements will form part of the Licensed Product and Licensee will be entitled to practice by Licensee during deal with such Improvements on the Term terms and conditions of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingagreement. (b) All rightIf Licensee is notified of a Improvement to the Licensed Product, Licensee must ensure that from the date of the notification Licensee only distributes, supplies, sells or exploits Licensed Products which include the Improvements. (c) Notwithstanding cl 6.2(b), Licensee is entitled to fill any orders for Licensed Product already taken with Licensed Product in stock which does not include the Improvements and Licensee is entitled to fill any new orders with existing stock of the Licensed Product. (d) If Licensee makes or acquires any modification or improvement to the Licensed Product, Licensee must immediately notify Licensor and any Intellectual Property Rights in the Improvements are owned by Licensee, but Licensee will allow Licensor to work on the Improvements for the purposes of research only. (e) Licensee consents (and Licensee must procure the voluntary consent in writing of each natural person who is an author of any part of any Improvements referred to in cl 6.2(d)) in favour of Licensor, Licensor's licensees, assigns and successors in title and interest in and to any Improvement conceived, made, or reduced to practice solely person authorized by Licensor during to the Term performance of this License Agreement, and all any act or omission which may otherwise infringe any moral rights of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property any author of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingImprovements.

Improvements. Section 5.01 During 5.1. As between the period commencing on the Effective Date and ending on the Spin-Off DateParties, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain Licensor shall own all of the sole Licensor Improvements, and exclusive property of Licensee; and (ii) not be licensed to Licensorany and all inventions, unless the parties otherwise specifically agree in writing. (b) All rightimprovements, title and interest in and to any Improvement enhancements or modifications, conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on developed and/or made by it and/or for its own benefit after the Effective Date and ending (including those based on the Spin-off DateLicensee Improvements), such and (ii) Licensee shall own all Licensee Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first any and all inventions, improvements, enhancements or modifications, conceived, made, or reduced to practice, developed and/or made by it and/or for its own benefit after the Spin-off DateEffective Date (including those based on the Licensed Technology), such in or outside the Field of License, provided, for the avoidance of doubt, that the practice and/or exploitation by Licensee of any Licensee Improvements shall not be licensed limited to Licenseethe Field of License or within the scope of the License and, unless provided further, for the parties otherwise specifically agree avoidance of doubt, that the practice and/or exploitation by Licensor of any Licensee Improvements shall be solely outside the Field of License and outside the scope of the License. 5.2. Licensor undertakes to disclose and deliver to Licensee in writinga timely manner (as part of quarterly updates) any Licensor Improvements, and Licensee undertakes to disclose and deliver to Licensor in a timely manner any Licensee Improvements, with sufficient details and information (subject to and without derogating from the ownership provisions of Section ‎5.1 above and the confidentiality provisions of Section ‎15 below), so as to enable Licensee to utilize the Licensor Improvements under the License and the Licensor to utilize the Licensee Improvements under the Pluristem License, as applicable.

Improvements. Section 5.01 During 8.1 If during the period commencing on term of this Agreement CSIC shall develop any Improvements (other than under the Effective Date Research Agreement referred to in clause 6.1.2 between CSIC and ending on Midatech or any Affiliated Company), CSIC shall disclose as soon as reasonably practicable to Midatech the Spin-Off Datenature of such Improvement together with such other details as Midatech shall reasonably require in order to assess the Improvement for the purposes of this clause, Licensor and shall provide written notice offer to Licensee (“Improvement Notice”) promptly after licence the filing date same by way of exclusive licence or, where applicableMidatech is not prohibited by law to take an assignment of the Improvements, to assign such Improvement to Midatech, before offering to licence, assign or otherwise deal with the effective date same with or for the benefit of any assignment or transfer to Licensor, of any relevant Improvement Patentsother person. The Improvement Notice shall include a copy Disclosure of the relevant patent application and such other Improvement shall be subject to the provisions of clause 9. 8.2 Midatech shall have 90 days from receipt of the details of the Improvement as would reasonably be necessary described in clause 8.1 to effectively evaluate assess the same and to notify CSIC whether it wishes to take a licence or assignment of all or any of such Improvement, and outlining the terms on which it is prepared to take such a licence. 8.3 If Midatech notifies CSIC that it wishes to take an assignment or licence of all or any of the Improvement on or before the expiry of the 90 day time limit in clause 8.2, then CSIC and Midatech shall negotiate the terms of the assignment or licence agreement in good faith including the payment of a fair and reasonable royalty to CSIC for the licence or assignment of such Improvement. Section 5.02 8.4 If Licensee the terms of the licence or assignment cannot be agreed between Midatech and CSIC within 90 days of the date Midatech notifies CSIC it wishes to include take an assignment or licence of the Improvement either Party may discontinue negotiations by notice in writing to the other. If the negotiations are discontinued, CSIC may not offer the Improvement which is the subject of the negotiations to any other person on terms more favourable than those first offered to Midatech. 8.5 CSIC covenants to Midatech that it will, and shall procure that the inventors of any Improvements will, at the expense of Midatech, execute or sign as appropriate all such instruments, applications, documents and do all things as may reasonably be required by Midatech to enable Midatech (or any nominee of Midatech) to enjoy the full benefit of the property and rights in any Improvement Patents identified licenced or assigned by CSIC in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying accordance with the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term provisions of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingclause. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During (a) In the period commencing on event that Licensor develops Improvements to the Effective Date and ending on Licensed IP, such Improvements shall be deemed to be within the Spin-Off Date, Licensor shall provide written notice definition of the Licensed IP granted to Licensee hereunder. Further, to the extent that Licensor or Licensee develops Improvements to the Licensed IP, each party shall promptly disclose to the other Party all such Improvements. (“Improvement Notice”b) promptly after Licensee acknowledges and agrees that all inventions and patent applications arising from Improvements to the filing date or, where applicable, the effective date of any assignment Licensed IP made or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy developed by Licensee outside of the relevant patent application and such other details Footwear Field shall be the property of Licensor. Further, for any Improvements to the Licensed IP outside of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License AgreementFootwear Field developed by Licensee, Licensee shall provide written notice execute and deliver to Licensor specifying the particular Improvement Patents that Licensee wishes any and all documents reasonably required by Licensor to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee vest in the notice will be a Licensed Patent under this License Agreement. (a) All Licensor all right, title and interest in and to such Improvements to the Licensed IP. Licensee hereby appoints Licensor as Licensee's attorney in fact to execute and deliver on behalf of Licensee any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not documents which may be licensed necessary or desirable to Licensor, unless the parties otherwise specifically agree vest in writing. (b) All Licensor all right, title and interest in and to any Improvement conceivedsuch Improvements to the Licensed IP outside of the Footwear Field. (c) To the extent that Licensee develops Improvements within the Footwear Field, made, or reduced Licensor acknowledges and agrees that Licensee shall be allowed to practice solely by Licensor during the Term pursue and have ownership of this License Agreement, and all of Licensor’s patents inventions and patent applications claiming its from such Improvements shall: (i) remain within the sole Footwear Field made or developed by Licensee. However, in the event that Licensee elects to pursue a patent application in such Improvements within the Footwear Field and exclusive such patent applications are to claim priority to one or more of the patent applications included in the Intellectual Property purchased by Licensor from TDG, such patent applications shall be treated as a Future Continuations as defined in and governed by Section 3.1 below and shall be the property of Licensor; (ii) if first conceived. For the avoidance of doubt, made, or reduced to practice, patent applications pursued by Licensee toward Improvements within the period commencing on Footwear Field that do not claim priority to patent applications included in the Effective Date and ending on the Spin-off Date, such Improvements Intellectual Property purchased by Licensor from TDG shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to property of Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice (a) ARCH hereby grants to Licensee (“Improvement Notice”) promptly after an option, without the filing date or, where applicable, the effective date payment of any assignment or transfer additional consideration to LicensorARCH, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified Improvements within the licenses granted pursuant to Section 2.1 on the terms otherwise set forth in an Improvement Notice as a Licensed Patent under this License Agreement, . Licensee shall have the right, once every ninety (90) days, to request from ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, either telephonically or in writing, information regarding the existence or nature of any Improvements, provided Licensee acknowledges and agrees that any failure of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to provide written notice such information will not constitute a breach of this Agreement by ARCH. ARCH agrees to Licensor specifying the particular notify Licensee in writing of any Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty within ninety (3090) days after of ARCH acquiring title to such Improvement, which notice shall describe the Spin-off DateImprovement in general terms and shall be accompanied by a confidentiality agreement in reasonable form to be executed by Licensee. Immediately upon Licensee’s notice Upon the execution of such confidentiality agreement ARCH shall provide Licensee with sufficient details regarding the subject Improvement to Licensor, each Improvement Patent identified by allow Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming evaluate its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingcommercial potential. (b) All right, title Licensee shall have an exclusive period of one hundred and interest eighty (180) days after receipt of detailed information concerning an Improvement in and which to any Improvement conceived, madenotify ARCH in writing of its desire to exercise its option with respect to such Improvement. If Licensee fails to deliver such notice within the applicable time, or reduced notifies ARCH that it does not wish to practice solely by Licensor during exercise such option, Licensee shall have no further rights with respect to such Improvement of any kind or nature whatsoever. (c) If Licensee exercises its option with respect to an Improvement, the Term Improvement shall thereafter be deemed an “Invention” for all purposes of this License Agreement, and all of LicensorARCH’s patents and patent applications claiming its Improvements shall: (i) remain the sole Licensee’s rights and exclusive property of Licensor; (ii) if first conceived, madeobligations with respect thereto shall be as set forth in this Agreement. Licensee agrees that it shall pay, or reduced at ARCH’S option reimburse ARCH for, the Patent Costs incurred with respect to practicethe Licensed Patent Rights arising as a consequence of any such Invention (including any Patent Costs for which ARCH is obligated to reimburse any governmental agency), within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, whether incurred before or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingdate on which Licensee exercises its option therefor.

Improvements. Section 5.01 During Licensor shall make full and prompt disclosure to Licensee of any invention, improvement or modification made or acquired by Licensor with respect to any Licensed Products and shall notify Licensee of the period commencing filing of any patent application thereon. The parties agree that any improvements on the Effective Date Licensed Products or Other Products made during the term of this Agreement by the Licensor and ending Licensee will be handled as follows: a. The improvements made by Licensor shall be added to the Agreement as Licensed Products, if Licensee elects to use such improvements and the Licensor shall have title thereto and the Licensee shall have all exclusive rights thereto as set forth in paragraph 2 hereof. b. The Licensor shall whenever possible obtain patent protection on the Spinimprovements and all costs incident thetreto shall be borne by the Licensor. c. If the Licensor should elect not to assume the costs of paragraph 7b, the Licensee may elect to assume the payment of the full costs and thereby acquire Licensor's rights in the improvement. d. In the event the Licensor shall fail or refuse to prepare and file promptly any patent application, the Licensee shall have the right to prepare and file the patent application, and said application and patent shall become the property of Licensee. e. Licensee in its own discretion and at its own expense may determine to file patent applications in foreign countries in its own name, and the Licensor shall execute the necessary papers and documents therefor. f. The improvements made by Licensee to the Licensed Products or Other Products shall be owned by Licensee and Licensee shall have the exclusive rights with respect thereto including the right to use such improvements in manufacturing, marketing, selling or using the Licensed Products, Other Products and the On-Off Date, Licensor sprinkler heads and valves. Royalty payments therein shall provide written notice to Licensee (“Improvement Notice”) promptly after be made in accordance with paragraph 4 hereof and on cessation of royalty payments as provided in the filing date or, where applicable, the effective date last sentence of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreementparagraph 4c hereof, Licensee shall provide written notice continue to Licensor specifying have the particular Improvement Patents that Licensee wishes right to include as a Licensed Patent no later than thirty (30) days after manufacture, market, sell and use such improvements without the Spin-off Date. Immediately upon Licensee’s notice paymeny of any royalty to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During (a) Each party shall notify the period commencing on other, in confidence, promptly upon the Effective Date development, creation or discovery of any Product Improvement Patent Rights. (b) Licensee and ending on the Spin-Off Date, Licensor shall provide jointly own any Product Improvement Patent Rights claiming inventions developed by or on behalf of Licensee and/or Licensor during the term of this Agreement. Licensee shall have the sole and exclusive right to Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. practice and license such Patent Rights in the Territory and Licensor shall have the sole and exclusive right to practice and license such Patent Rights in the SK Territory. Without limiting Section 7.1, each party shall undertake such efforts to develop and commercialize such Patent Rights as it may deem appropriate in its sole discretion. (c) Notwithstanding the foregoing, [***] shall be solely owned by Licensor unless Licensee provides written notice to Licensee Licensor, within ninety (“Improvement Notice”90) promptly after the days of its receipt of filing date or, where applicable, the effective date of any assignment or transfer to notice from Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes Licensee's election, at its sole discretion, to include any Improvement Patents identified in an Improvement Notice such [***] as a Licensed Patent under this License Agreement, Licensee shall provide written notice "[***]." With regard to Licensor specifying the particular Improvement Patents any [***] that Licensee wishes declines to include as a Licensed Patent no later than thirty (30) days after [***] in accordance with the Spin-off Date. Immediately upon Licensee’s notice terms of this sub Section 7.4(c), Licensee shall not have any right or license hereunder to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent or under this License Agreementsuch [***]. (ad) All Licensee hereby grants, and shall grant, to Licensor a non- exclusive, royalty free license (with the right to grant sublicenses through multiple tiers) under Know-How related to the Licensed IP Rights and/or Products developed by or on behalf of Licensee, its Affiliates and Sublicensees, to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the SK Territory. (e) To the extent either party obtains any right, title or interest in any Patent Rights that are to be owned jointly by the other party in accordance with the terms of this Agreement, such first party hereby assigns, and, to the extent such assignment cannot be made at present, agrees promptly to assign, to such second party a 50% undivided right, title and interest in and to any Improvement conceivedsuch Patent Rights throughout the world. The first party shall execute and procure such documents, made or reduced to practice by Licensee during the Term of this License Agreementincluding short-form assignments and patent applications, and take such other actions, as may be reasonably requested from time to time by the second party to obtain for its own benefit intellectual property rights in any and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed countries with respect to Licensor, unless the parties such Patent Rights or otherwise specifically agree in writing. (b) All right, title and interest to transfer or confirm rights in and to any Improvement conceived, made, or reduced to practice solely by Licensor during such Patent Rights for the Term benefit of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingsecond party.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All rightLicensor shall promptly inform Licensee of all future Know-How and Improvements developed or, title and interest in and to any Improvement conceivedthe extent Licensor is permitted to grant a sublicense to Licensee, made or reduced to practice acquired by Licensee Licensor during the Term duration of this License Agreement, . All such future Know-How and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain shall be deemed included under the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writinglicense granted herein without any additional Royalty or other payments. (b) All rightLicensee shall promptly disclose to Licensor any future know-how, title improvements and interest in and other information developed or, to any Improvement conceivedthe extent Licensee is permitted to grant a sublicense to Licensor, madeacquired by Licensee during the duration of this Agreement that are necessary or useful to the Sale of the Products ("Licensee Improvements"). Licensee hereby grants Licensor a non- exclusive, or reduced royalty-free, perpetual, non-transferable license, with right to practice solely sublicense by Licensor (subject to the condition of reciprocity set forth in Section 6.7(c) below) to Sell Products covered by any and all Licensee Improvements (whether patented, patentable or otherwise) developed or, to the extent Licensee is permitted to grant a sublicense to Licensor, acquired by Licensee during the Term duration of this License Agreement, subject to the restrictions contained in Section 6.4 hereof as long as such restrictions are applicable to Licensor. Licensee shall obtain written agreement of its employees, subcontractors and agents, to the reasonable satisfaction of Licensor to execute and deliver to Licensee assignments of all of Licensor’s patents and patent applications claiming its such Licensee Improvements shall:developed by them. (ic) remain Notwithstanding the sole provisions of Section 6.7(b) above, Licensor may not grant a third party a sublicense to Licensee's Improvements to sell Products unless each such sublicensee agrees to permit their future know-how, improvements and exclusive property other information necessary or useful to the Sale of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date Products and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingLicensor to be sublicensed to Licensee by Licensor on a reciprocal basis.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice Immtech agrees that all Improvements developed by Licensee Immtech during the Term term of this License AgreementAgreement shall be made available on the same basis and under the same terms as set forth in this Agreement at no additional cost to Criticare. Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Criticare, and all of Licensee’s patents and patent applications claiming its at Criticare's option such Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not may be licensed to Licensor, unless the parties otherwise specifically agree included in writingthis Agreement and/or Products. (b) All rightIf Criticare requests Immtech, title in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be responsible for all out of pocket costs, including attorney fees, of filing and interest in prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to any Improvement conceivedmaintain its rights thereunder. Immtech shall cooperate fully with the prosecution, made, or reduced to practice solely maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by Licensor Criticare during the Term term of this License Agreement shall be made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and at Immtech's option may be included in Products and/or may be licensed from Criticare on the same basis and under the same terms as set forth in this Agreement. (d) Upon termination of the term of this Agreement, and all Criticare's fights to continue use of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Immtech's Improvements shall be subject limited by the scope of Immtech Patent Rights existing upon termination. Likewise, upon termination of the term of this agreement Immtech's rights to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such continue use of Criticare1s Improvements shall not be licensed to Licensee, unless limited by the parties otherwise specifically agree in writingscope of Criticare's patent rights existing upon termination.

Improvements. Section 5.01 During (a) All Equipment mounted on a roof or tower must be attached securely with approved mounts, hangers, and clamps as approved by the period commencing on Licensor. All cables and wires entering or exiting equipment and/or buildings must do so in a manner approved by the Effective Date Licensor. Failure to correct any non-compliance with the terms and ending on the Spin-Off Date, Licensor shall provide written conditions of this Paragraph within three (3) days after notice thereof is given to Licensee (“Improvement Notice”) promptly after shall be cause for immediate termination of this License Agreement by Licensor at its sole discretion. Additionally no materials may be used in the filing date orinstallation, where applicable, the effective date of any assignment maintenance or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy upgrade of the relevant patent application antennas, cables, and such other details wires that will cause corrosion, rust, or deterioration of the Improvement as would reasonably be necessary to effectively evaluate the Improvementbuilding, roof, tower or appurtenances thereof. Section 5.02 If Licensee wishes (b) Each antenna must be identified by a metal tag fastened securely to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, its mounting bracket. Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than have thirty (30) days after from the Spin-off Date. Immediately upon date of this License Agreement to comply with this requirement. (c) Installation and maintenance of the Licensee’s notice 's Equipment shall be done at the Licensee's sole expense, using contractors having the applicable Licensor's prior approval, shall be in accordance with the standards and requirements of the Licensor, and shall be done under the Licensor's supervision and shall be subject to Licensor's final written approval, each Improvement Patent identified by Licensee in which shall not be unreasonably withheld. The supervision, approval and other activities of Licensor under this Paragraph, however, shall not constitute the notice will be a Licensed Patent under waiver of any term or condition of this License Agreement. Scheduling of and all work shall be coordinated with the Licensor. Any future maintenance involving antennas and transmission lines must be coordinated with Licensor within a reasonable time of not less than twenty-four (24) hours prior to work being done, except in case of emergency. Failure to comply with the terms and conditions of this Paragraph shall be cause for immediate termination of this License Agreement by Licensor at its sole discretion. (ad) All rightIt is understood and agreed by and between the parties hereto that the Equipment shall, title unless otherwise agreed in writing, remain the personal property of Licensee License Agreement and interest in Licensee shall have the privilege and right to remove the same at any Improvement conceived, made or reduced to practice by Licensee time during the Term term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: by contractors approved by Licensors (i) remain the sole and exclusive property of Licensee; and (ii) which approval shall not be licensed to Licensorunreasonably withheld) and in accordance with the terms of Section 6.11 of the Purchase Agreement and that certain Maintenance Agreement dated the date hereof between Licensee and ▇▇▇▇ Atlantic Network Services, unless Inc., on behalf of Licensors (the parties otherwise specifically agree in writing"Maintenance Agreement"). (be) All rightLicensee agrees not to damage the Premises or any personal property or fixtures thereon in any way. The liability for any such damage, title and interest if committed, shall be the liability of Licensee in and to accordance with the Indemnification Paragraph 7. (f) It is agreed that any Improvement conceivedfixtures, madestructures, signs, or reduced to practice solely other improvements placed upon the Premises by Licensor during Licensee other than the Term of this License AgreementEquipment, and all may only be so placed with the express written approval of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During All improvements to the Licensed Technology or the Retained Technology made solely by or for Licensee, its Affiliates, or Sublicensees (the “Licensee Improvements”) shall be owned by Licensee. Licensee shall promptly disclose in writing to Licensor any Licensee Improvements. Licensee hereby grants to Licensor a non-exclusive, worldwide (but excluding the Group B Countries during the term of this Agreement), irrevocable, perpetual, transferable, fully paid-up, royalty-free license, with the right to grant sublicenses (including granting sublicenses to Merck under the Merck License), under any Licensee Improvements, including any patents issued, or patent applications filed, with respect to such improvements on such improvements. Such written disclosures on Licensee Improvements shall set forth sufficient data to allow Licensor to understand and practice the Licensee Improvements. Licensee hereby grants to Licensor an exclusive option to negotiate for an exclusive license to the Licensee Improvements as follows: 2.4.1. Prior to offering any license for Licensee Improvements to any third party, Licensee will notify Licensor that Licensee is considering granting such rights to third parties. Licensor will have 90 days (or such longer period commencing on agreed upon by the Effective Date and ending on the Spin-Off Date, Licensor shall provide written Parties) from receipt of such notice to notify Licensee (“Improvement Notice”) promptly after that Licensor desires to initiate good faith negotiations with respect to exclusively licensing the filing date or, where applicableLicensee Improvements described in Licensee’s notice. Upon Licensee’s receipt of Licensor’s notice, the effective date Parties will negotiate in good faith for a period of any assignment or transfer 90 days with respect to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy the terms and conditions of the relevant patent application and exclusive license, including financial terms (such as upfront fees, milestones, annual fees, or other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvementfinancial conditions). Section 5.02 2.4.2. If Licensor does not notify Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) within 90 days after the Spin-off Date. Immediately upon of receiving Licensee’s notice or if the Parties are unable to Licensor, each Improvement Patent identified by Licensee in agree upon the notice will be terms of a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all license within 90 days of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all receipt of Licensor’s patents and patent applications claiming its Improvements shall: notice (i) remain as each such time period may be extended by the sole and exclusive property of Licensor; (ii) if first conceivedParties), made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements then Licensee shall be subject entitled to Section 5.01 and Section 5.02; andnon-exclusively license the Licensee Improvements covered by the applicable notice to any third party. (iii) if first conceived, made, 2.4.3. Licensee agrees that Licensor may assign the foregoing option in whole or reduced in part to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingMerck.

Improvements. Section 5.01 During 6.3.1 LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents Technology that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this License Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR's obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSOR with the opportunity to review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR, at LICENSOR’s expense, to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all of Licenseeimprovements to the Licensed Technology which are jointly made by LICENSOR and LICENSEE (which shall also be included within “Licensee Improvements”), shall be owned by LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE, at LICENSEE’s patents expense, to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writingpublish. (b) 6.3.6 All rightLicensor Improvements shall automatically become subject to the license granted in Section 2.1 above and any patent rights therein shall be deemed to be Licensed Patents for the purposes of this Agreement, title subject to the same rights and interest in and obligations applicable to any Improvement conceivedLicensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or reduced offer for sale any such jointly made Licensee Improvements outside of the Field, subject to practice a commercially reasonable royalty and all other customary license provisions to be negotiated in good faith by the parties. Notwithstanding the foregoing, and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to the Employment Agreement and the Consulting Agreements described in the preamble to this Agreement in the Field shall be “work made for hire” and will be owned solely by Licensor during and assigned to the Term LICENSEE. LICENSEE understands and acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of ownership by LICENSEE pursuant to this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing6.3.7.

Improvements. Section 5.01 During 9.3.1. LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents Technology that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made are conceived or reduced to practice by Licensee during or on behalf of LICENSEE as a result of activities engaged in pursuant to the Term terms of this License Agreement, Agreement (“Licensee Improvements”). 9.3.2. LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of Licensee’s patents and patent applications claiming its Improvements shall: LICENSOR (i“Licensor Improvements”) remain related to the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, Licensed Technology that are conceived or reduced to practice solely by Licensor during or on behalf of LICENSOR as a result of activities engaged in pursuant to the Term terms of this License Agreement. LICENSEE acknowledges, however, that this Agreement is a non-exclusive license and all that LICENSOR has granted or will grant other licenses to third party(ies) for use of Licensor’s patents and patent applications claiming its the Licensed Technology and, further that certain Licensor Improvements shall: (i) remain to the sole and exclusive property Licensed Technology, although they may be of Licensor; (ii) if first conceivedbenefit to LICENSEE, mademay arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or reduced disclosure to practiceLICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, within to the period commencing on extent permitted, LICENSOR will disclose the Effective Date Licensor Improvement as soon as practicable. 9.3.3. LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information without first providing the LICENSOR with the opportunity to review the communication and ending on to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the Spin-off Datepublic through any communication including, but not limited to, academic publication or other exchanges of information without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 9.3.4. All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. 9.3.5. All Licensee Improvements, or jointly made by LICENSOR and LICENSEE, shall be owned by LICENSEE to the extent that such Licensee Improvements do not incorporate Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and to publish. 9.3.6. All Licensor Improvements shall automatically become subject to the grant in Section 5.01 4.1 above and Section 5.02; andany patent rights therein shall be deemed to be Licensed Patent Rights for the purposes of this Agreement, subject to the same rights and obligations applicable to Licensed Technology under the Agreement. (iii) if first conceived9.3.7. All Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a perpetual, non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or reduced offer for sale any Licensee Improvement in the field of clinical diagnostics applications using urine RNA express-based rebiopsy assays, subject to practice, after a commercially reasonable royalty to be negotiated in good faith by the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingparties.

Improvements. Section 5.01 (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party’s Control. (b) As between the parties, Licensee shall own all rights, title and interests in and to Improvements invented solely by Licensee’s employees or contractors and Licensor shall own all rights, title and interests in and to Improvements invented solely by Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the period commencing on term of this Agreement, either party shall have the Effective Date liberty to freely practice Improvements in its respective Territories. (c) During the term of this Agreement, for patent applications and ending on patents relating to Improvements invented solely by Licensor, the Spin-Off Dateprovisions of Section 9.1.4 shall apply. (d) Following expiration or termination of this Agreement, Licensor shall provide written notice be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Licensee (“Improvement Notice”) promptly after the filing date orImprovements invented solely by Licensor and for conducting interference, where applicablere-examination, the effective date of any assignment or transfer reissue and opposition proceedings relating to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant such patent application applications and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvementpatents. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under (e) During the term of this License Agreement, Licensee shall provide written notice be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications to Licensor specifying the particular Improvement Patents that Licensee wishes and (iii) such patents and patent applications shall no longer be subject to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (af) All Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (g) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to Improvements jointly invented by the parties and for conducting interference, re­examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 9.2(g), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to any Improvement conceived, made such patents or reduced patent applications. The party electing to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, continue such Improvements activities shall be subject solely responsible for all costs relating to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingactivities.

Improvements. Section 5.01 11.1 Any and all Improvements made or acquired by Aventis or its Affiliates during the term of this Agreement and any intellectual property rights based thereon, including Patents Emerging, shall be owned by Aventis. Aventis shall promptly notify Zealand of any such Improvements. The filing of any Patents Emerging based on such Improvements, the prosecution and the maintenance thereof shall be made by Aventis at its sole name and cost. 11.2 Any and all Improvements made or acquired by Zealand or its Affiliates during the term of this Agreement and any intellectual property rights based thereon, including Patents Emerging, shall be owned by Zealand. Zealand shall promptly notify Aventis of any such Improvements. The filing of any such Patents Emerging based on such Improvements, the prosecution and the maintenance thereof shall be made by Zealand at its sole name [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. and cost provided, however, the bearing of out-of-pocket expenses for filing and prosecution of any Patents Emerging shall be as set forth in the last sentence of Article 13.1 hereof. During the period commencing term of this Agreement on the Effective Date a country-by-country basis, Zealand’s ownership interest in such Improvements and ending on the Spin-Off Daterelated intellectual property rights, Licensor including Patents Emerging, shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy become part of the relevant patent application license punted by Zealand to Aventis and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include its Affiliates under Article 3 hereof without any Improvement Patents identified further charge than provided in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. 11.3 Any and all Improvements made or acquired jointly by Zealand (aincluding its Affiliates) All rightand Aventis (including its Affiliates) during the term of this Agreement and any intellectual property rights based thereon, title including Patents Emerging, shall be jointly owned by Zealand and Aventis. Each Party shall promptly notify the other Party in relation to the jointly made Improvements. The filing of any Patents Emerging based on such Improvements, the prosecution and the maintenance thereof shall be made by Aventis at its sole name and costs. Zealand’s joint ownership interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements and related intellectual property rights, including Patents Emerging, shall be subject become part of the license granted by Zealand to Section 5.01 Aventis and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree its Affiliates under Article 3 hereof without any further charge than provided in writingthis Agreement.

Improvements. Section 5.01 During (a) Licensee agrees to notify Licensor of any changes, modifications or improvements to the period commencing on Licensed Products and/or the Effective Date manufacturing process therefore that are accomplished by Licensee or its Sub-Licensees or Affiliates during the term of this Agreement, within fourteen (14) days from the Licensee's accomplishment of such change, modification or improvement. All such changes, modifications or improvements to the Licensed Products and/or the manufacturing process therefore shall become the property of Licensor within thirty (30) days after Licensee's accomplishment of such change, modification or improvement, and ending on Licensee shall so provide in any agreements entered into with the Spin-Off Dateinventor thereof. Any such changed, Licensor modified or improved Licensed Products shall provide written notice be deemed to be included within the scope of the license granted hereunder to Licensee (“Improvement Notice”) promptly after and subject to the filing date or, where applicable, the effective date terms of any assignment or transfer to Licensor, of any relevant Improvement Patentsthis Agreement. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than Within thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice accomplishment of any such change, modification or improvement to Licensorthe Licensed Products, each Improvement Patent identified by Licensee in agrees to cause the notice will be a Licensed Patent under this License Agreement. (a) All inventor thereof to assign to Licensor all of such inventor's right, title and interest in and to such change, modification or improvement, as well as in any Improvement conceivedpatent application, made or reduced to practice by Licensee during the Term of this License Agreementgranted patent, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed reissue thereof with respect to Licensorsuch change, unless the parties otherwise specifically agree in writingmodification or improvement. (b) If, during the term of this Agreement, Licensor makes any further improvements in the Licensed Products or the mode of its use or becomes the owner of any new improvements in the Licensed Products through patent or otherwise, Licensor shall advise Licensee of such improvements(s), which shall be deemed to be included within the scope of the license granted hereunder to Licensee and subject to the terms of this Agreement. All rightchanges, title modifications and interest in and improvements to any Improvement conceived, made, or reduced to practice solely the Licensed Products that are accomplished by Licensor shall remain the property of Licensor during and after the Term term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writing.

Improvements. Section 5.01 During 7.1 Licensor may develop improvements applicable to (i) the period commencing on Product, (ii) the Effective Date Frozen Formulation and ending on (iii) Volume Variations, and their manufacture, licensed by the Spin-Off Date, FDA during the Manufacturing Period (the "Improvements"). No such Improvements are included in the license granted hereunder. 7.2 Licensor shall provide written notice negotiate with Licensee for a royalty-bearing or other license agreement (the "Improvement License") for the right to Licensee (“use Improvements which have been developed by Licensor and licensed by the FDA for sale in the Territory during the Manufacturing Period. The field of use of such Improvement Notice”) promptly after License shall be to use such Improvements to make, have made, use, sell and import Product and Frozen Formulation and Licensee's Volume Variations in the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement PatentsTerritory. The Improvement Notice shall include a copy of the relevant patent application License may be royalty-bearing and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 such other terms and Section 5.02; andconditions (including field of use limitations) as the Licensor may request, provided that such terms shall be reasonable, commercial terms for the license. The Improvement License may be either exclusive or non-exclusive, as determined by Licensor. 7.3 Licensor shall, within 30 days of the end of the Manufacturing Period, send the Licensee a letter notifying Licensee of any Improvements Licensor has developed and offering the Licensee the opportunity to negotiate for an Improvement License (iii) if first conceived, made, or reduced to practice, the "Improvement Letter"). The Improvement Letter shall set forth a name of person who the Licensor designates as its representative for the purpose of negotiating a license and the terms and conditions which Licensor proposes for the Improvement License. The Licensee shall within 45 days after the Spin-off Date, date of the Improvement Letter notify Licensee: (a) that it accepts the terms offered; (b) of its interest in negotiating the terms of the Improvement License in which case the notice shall name Licensee's negotiator and the terms Licensee desires to negotiate; or (c) that it waives its right to negotiate for such Improvements (which right shall be deemed waived in the event the Licensee does not be licensed respond to the Improvement Letter within the 45-day period.) 7.4 If Licensee shall elect to negotiate the terms of an Improvement License pursuant to Section 7.3(b), the representatives shall arrange to meet within 15 days after the date of Licensee, unless 's notice and thereafter at the reasonable request of either party for a period of 45 days after the initial meeting and endeavor in good faith to reach an agreement on the terms of an Improvement License. If the parties otherwise specifically agree are unable to reach agreement or an Improvement License within such 45-day period, this Section 7 shall be deemed void as to such Improvements and the Licensee shall have no further rights under this Agreement in writingsuch Improvements.

Improvements. Section 5.01 During If an Improvement is created or discovered, the period commencing on University will, as soon as reasonably possible after the Effective Date Improvement becomes known to the University’s Industry Liaison Office, take those steps that accord with its policies respecting protection and ending on commercialization of Intellectual Property Rights thereto and disclose to the SpinLicensee in confidence a description of the Improvement, and if the Licensee provides to the University within forty-Off Date, Licensor shall provide five (45) days of such disclosure written notice of its interest in licensing such Improvement, in whole or in part, then the Parties will: (a) work cooperatively to Licensee seek statutory protection for the same within the forty five (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (3045) days after the Spin-off Date. Immediately upon Licensee’s date of such notice to Licensorin accordance with the Patenting scheme hereof applied mutatis mutandis; and within the period of not more than one hundred and twenty (120) days from the date of such notice, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement.either (ab) All right, title amend this Agreement by expanding the description of the licensed subject matter hereof to include such Improvement within the scope and interest in license hereof; or (c) if commercial considerations related to differences between the natures of the Improvement and to any Improvement conceived, made or reduced to practice by Licensee during the Term invention(s) of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall:Licensed Patents and/or other considerations reasonably suggest that licensing terms distinct from those hereof are reasonably warranted; (i) remain amend this Agreement by expanding the sole description of the licensed subject matter hereof to include such Improvement within the scope and exclusive property license hereof, and make further amendments to this Agreement with a view to accommodating the interests of Licenseethe Parties in respect of said differences; andor (ii) negotiate in good faith a new and separate license agreement therefore that incorporates such distinct licensing terms. If the Licensee does not be licensed provide notice as described in this section 5.2 (above) or if the Parties are unable to Licensornegotiate mutually acceptable license terms in accordance with sub-section 5.2(c) then the University may, unless the parties otherwise specifically agree in writing. (b) All rightits sole discretion and at its sole expense, title and interest in and to any Improvement conceived, made, or reduced to practice solely by Licensor during the Term of this License Agreement, and all of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to practice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be but subject to Section 5.01 repayment to the Licensee of any costs of Patenting paid by it in respect of the Improvement, exercise all its rights and Section 5.02; and (iiititle in relation to the Improvement including continuing or abandoning Patenting and conveying interests for the exploitation thereof to a third party(ies) if first conceived, made, without encumbrance by or reduced accounting to practice, after the Spin-off Date, such Improvements shall not be licensed to Licensee, unless the parties otherwise specifically agree in writingas if this Agreement had not been made.