Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. 8.1 The Regents shall file, prosecute and maintain the patents and applications comprising Regents' Patent Rights. Such patents shall be held in the name of The Regents and shall be obtained with counsel of The Regents' choice. The Regents shall provide IntraBiotics with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' Patent Rights. The Regents will give due consideration to any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counsel. The Regents shall be able to take action to preserve rights and minimize costs whether or not IntraBiotics has commented. 8.2 All reasonable costs incurred beginning on [ * ] and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' Patent Rights shall be borne by IntraBiotics. 8.3 IntraBiotics shall have the right to request patent protection on the Inventions in foreign countries if available and if it so desires. IntraBiotics must notify The Regents within [ * ] of the filing of the corresponding United States application of its decision to obtain foreign patents. This notice concerning foreign filing shall be in writing, must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a notice from IntraBiotics to The Regents shall be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects not to secure foreign patent rights, The Regents shall have the right to file patent applications at its own expense in any country in which IntraBiotics has not elected to secure patent rights, and such applications and resultant patents shall not be subject to this Agreement.

Patent Filing Prosecution and Maintenance. 8.1 The Regents shall fileTitle to all know-how, prosecute and maintain proprietary materials or patents claiming inventions made solely by an employee of a Party in the patents and applications comprising Regents' Patent Rights. Such patents course of performing the DEVELOPMENT PLAN shall be held owned by such Party, subject to the license provisions of Article 2 hereunder. Title to all know-how, proprietary materials or patents claiming inventions made jointly by employees of ILEX and JANS▇▇▇ 35 shall be jointly owned by ILEX and JANS▇▇▇, ▇▇bject to the license provisions of Article 2 hereunder. The laws of the United States with respect to joint ownership of inventions shall apply in all jurisdictions. Each Party shall be responsible for filing patent applications on inventions made solely by an employee of a Party hereof. The Parties shall mutually agree on mutually acceptable outside counsel for the name filing of The Regents any jointly owned patent applications and shall be obtained with counsel of The Regents' choice. The Regents shall provide IntraBiotics with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' Patent Rights. The Regents will give due consideration to any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counsel. The Regents shall be able to take action to preserve rights and minimize costs whether or not IntraBiotics has commentedequally share the expenses associated therewith. 8.2 ILEX shall ensure that all patents and patent applications owned or controlled by ILEX within the PATENT RIGHTS are diligently filed, maintained and prosecuted. Further with respect to the B.W. Co. and WFL patents and patent applications listed in Appendix D, ILEX agrees to exert reasonable efforts to ensure that such patents are diligently maintained. ILEX agrees to request from B.W. Co. and WFL, and to provide JANS▇▇▇ ▇▇▇h documentary evidence concerning the maintenance and payment of taxes on such patents. ILEX does not represent or warrant that patents on any such patent applications will be obtained and ILEX shall in its sole discretion be responsible for determining whether to abandon any or all of said patent applications. 8.3 With respect to all patents and patent applications owned or controlled by ILEX, ILEX agrees to promptly provide JANS▇▇▇ ▇▇▇h copies of: 1. All reasonable costs incurred beginning on [ * ] and during the term of this Agreement patent applications included in the preparation, filing, prosecution and maintenance of PATENT RIGHTS; 2. All prior art searches in its possession related to said patent applications and patents in Regents' the subject matter of this License Agreement; and 3. All correspondence to and from the United States Patent Rights shall be borne by IntraBioticsand Trademark Office related to said patent applications as well as all requested 36 correspondence relating to corresponding national and international patent applications. 8.3 IntraBiotics shall 8.4 JANS▇▇▇ ▇▇▇ll have the right to consult with ILEX regarding the content of said patent applications, prior art searches and correspondence, and to comment thereon. ILEX shall consider all such comments offered by JANS▇▇▇, ▇▇ being agreed, however, that all final decisions respecting conduct of the prosecution of said patent applications shall rest solely in the discretion of ILEX. 8.5 Within nine (9) months of the initial filing date of any patent application, or at least three (3) months prior to entering the national phase of any International Patent Application within the PATENT RIGHTS, ILEX shall consult with JANS▇▇▇ ▇▇▇ request patent protection on the Inventions in a list of foreign countries if available and if it so desires. IntraBiotics must notify The Regents within [ * ] of the filing of the corresponding United States where such patent application of its decision to obtain foreign patents. This notice concerning foreign filing shall be in writing, must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereoffiled. The absence of such a notice from IntraBiotics to The Regents ILEX shall be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects not to secure foreign patent rights, The Regents shall have the right to file patent applications in those foreign countries which may be designated in writing by JANS▇▇▇ ▇▇▇ JANS▇▇▇ ▇▇▇ll be permitted to consult with ILEX in the selection of foreign patent counsel and in the preparation and prosecution of said foreign patent applications. 8.6 In the event ILEX decides to abandon or allow to lapse any of the B.W. Co. or WFL patents or patent applications listed in Appendix D, it shall inform JANS▇▇▇ ▇▇▇ JANS▇▇▇ ▇▇▇ll be given the opportunity to prosecute such patent application and/or maintain such patent at its own expense and JANS▇▇▇ ▇▇▇ll receive a royalty credit for any expenses associated therewith. With respect to any patents or patent applications owned or controlled by ILEX other than the B.W. Co. or WFL patents (the "ILEX patents"), ILEX shall promptly notify JANS▇▇▇ ▇▇ the event ILEX decides not to file, to abandon or discontinue prosecution or maintenance of any such ILEX patents. Such notification will be given as early as possible which in no event will be less than 37 sixty (60) days prior to the date on which said application(s) will become abandoned. JANS▇▇▇ ▇▇▇ll have the option, exercisable upon written notification to ILEX, to assume full responsibility for the filing, prosecution or maintenance of the affected ILEX patents or patent application(s), in which event all such affected patents or patent application(s) shall be promptly assigned by ILEX to JANS▇▇▇ ▇▇▇ all royalty obligations with respect to said ILEX patents or patent applications shall cease. 8.7 JANS▇▇▇ ▇▇▇ll co-operate with ILEX, and ILEX agrees to diligently seek any extension under the U.S. Drug Price Competition and patent Term Restoration Act of 1984, the Supplementary Certificate of Protection of the Member States of the European Community or other similar measure in any other country that is available or that becomes available in respect of the term of any patent within the PATENT RIGHTS including any patent that may issue on a patent application within the PATENT RIGHTS. JANS▇▇▇ ▇▇▇ll diligently advise ILEX in a timely manner of approval by the Food and Drug Administration of the United States of America to USE, SELL or market LICENSED PRODUCTS or any other governmental approval obtained by or on behalf of JANS▇▇▇ ▇▇ an AFFILIATE that is pertinent to any such extension and JANS▇▇▇ ▇▇▇ll supply ILEX with any pertinent information and data in its possession or control or that is in the possession or control of any AFFILIATE or SUBLICENSEE and shall cooperate fully in assisting ILEX to obtain any such extension that it may seek and JANS▇▇▇ ▇▇▇ll supply ILEX in a timely manner with any information and data and any supporting affidavits or documents required to comply with 35 US 156 Extension of Patent Term (and any successor legislation) and any administrative rules or regulation thereunder or required to comply with any 38 corresponding laws and regulations that are or shall be in effect in any country in which IntraBiotics has not elected within the PATENT RIGHTS, all without further consideration. JANS▇▇▇ ▇▇▇ll require its AFFILIATES to secure patent rights, and such applications and resultant patents shall not be subject to comply with this AgreementArticle 8.7.

Patent Filing Prosecution and Maintenance. 8.1 7.1 As long as Licensee is paying prosecution costs, The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' choice. The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' Patent Rights. The Regents will give due consideration to consider any comments or suggestions by IntraBiotics related to patent prosecution, and Licensee: The Regents will not unreasonably deny a request by IntraBiotics to change patent counsel. The Regents shall be able is entitled to take action to preserve rights and minimize costs whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' Patent Rights shall be borne by IntraBioticsRights. Prosecution includes interferences, oppositions and any other inter parties matters originating in a patent office. Licensee must send payment to The Regents within 30 days of Licensee's receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents of its decision within [ * ] eight months of the filing of the corresponding United States application of its decision to obtain foreign patentspatent application. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a this notice from IntraBiotics Licensee to The Regents shall will be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects 7.4 Eight months after the filing of the corresponding United States application, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be subject to this Agreement. 7.5 Licensee's obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any given patent application or patent upon three months written notice to The Regents. The Regents will use its best efforts to curtail patent costs chargeable to Licensee under this Agreement after this notice is received from Licensee. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole discretion and expense, and Licensee will have no further rights or licenses to them. 7.6 The Regents will use its best efforts to not allow any Regents' Patent Rights for which Licensee is licensed and is underwriting the costs of to lapse or become abandoned without Licensee's authorization or reasonable notice, except for the filing of continuations, divisionals, or the like which substitute for the lapsed application.

Patent Filing Prosecution and Maintenance. 8.1 The Regents 7.1 Licensee shall file, prosecute prosecute, and maintain patent application(s) relating to the patents Licensed Patent Rights and shall promptly provide to PHS all serial numbers and filing dates, together with copies of all these applications, including copies of all Patent Office actions, responses, and all other Patent Office communications. In addition, Licensee shall file with Patent Offices a Power of Attorney that names both Licensee and PHS or names inventors of the Licensed Patent Rights who are obligated to assign to Licensee or PHS. This Power of Attorney shall be filed with every Patent Office involved in prosecuting all patent applications comprising Regents' pertaining to Licensed Patent Rights. Such Licensee shall consult with PHS, when so requested, prior to communicating with any Patent Office with respect to the Licensed Patent Rights. PHS shall timely provide to Licensee or its attorneys any formal document necessary to file, prosecute, and maintain patents and patent applications relating to the Licensed Patent Rights. 7.2 Licensee shall make an election with respect to foreign filing, upon consultation with PHS, including which countries foreign filing shall be held done prior to the election, within eight (8) months of any United States filing. If any foreign patent applications are filed, Licensee shall promptly provide to PHS all serial numbers and filing dates. Licensee also shall provide PHS copies of foreign patent applications and Patent Office actions. Licensee shall consult with PHS, when so requested, prior to communication with any Patent Office with respect to the Licensed Patent Rights. 7.3 Licensee shall promptly record available Assignments of domestic Licensed Patent Rights in the name of The Regents United States Patent and Trademark Office and shall be obtained promptly provide PHS with counsel the original of The Regents' choiceeach recorded Assignment with respect to PHS. 7.4 Notwithstanding any other provision of this Agreement, Licensee shall not abandon the prosecution of any patent application, including provisional patent applications (except for purposes of filing continuation application(s)) or the maintenance of any patent contemplated by this Agreement, without prior written notice to PHS. The Regents Upon receiving the written notice, PHS may, at its sole option, take over the prosecution of any patent application, or the maintenance of any patent. Licensee agrees to furnish written notice to PHS as soon as possible after Licensee’s decision to abandon prosecution, and Licensee will not abandon prosecution within thirty (30) days of a prosecution deadline. Licensee shall promptly provide IntraBiotics PHS with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination all issued patents under this Agreement. 7.5 Licensee shall promptly provide PHS with copies of all issued patents under this Agreement. 7.6 In the event that Licensee anticipates the possibility of any patent or patent application under Regents' Patent Rights. The Regents will give due consideration to any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counsel. The Regents shall be able to take action to preserve rights and minimize costs whether or not IntraBiotics has commented. 8.2 All reasonable costs incurred beginning on [ * ] and during the term of this Agreement in extraordinary expenditures arising from the preparation, filing, prosecution and maintenance prosecution, licensing, or defense of any patent applications and patents in Regents' Patent Rights shall be borne application or patent contemplated by IntraBiotics. 8.3 IntraBiotics shall have the right to request patent protection on the Inventions in foreign countries if available and if it so desires. IntraBiotics must notify The Regents within [ * ] of the filing of the corresponding United States application of its decision to obtain foreign patents. This notice concerning foreign filing shall be in writing, must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a notice from IntraBiotics to The Regents shall be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects not to secure foreign patent rights, The Regents shall have the right to file patent applications at its own expense in any country in which IntraBiotics has not elected to secure patent rights, and such applications and resultant patents shall not be subject to this Agreement, including, without limitation, interferences, reexaminations, reissues and oppositions, Licensee shall provide PHS with all relevant information.

Patent Filing Prosecution and Maintenance. 8.1 7.1 As long as Licensee is current in reimbursing patent prosecution costs, The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' ’ Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' ’ choice. The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' ’ Patent Rights. The Regents will give due consideration to consider any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counselLicensee. The Regents shall be able is entitled to take action to preserve rights and or minimize costs whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' ’ Patent Rights shall be borne by IntraBioticsRights. Prosecution includes interferences, oppositions and any other inter partes matters originating in a patent office. Licensee must send payment to The Regents within [ * ] of Licensee’s receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents of its decision within [ * ] of the filing of the corresponding United States application of its decision to obtain foreign patentspatent application. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a this notice from IntraBiotics Licensee to The Regents shall will be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects 7.4 [ * ] after the filing of the corresponding United States application, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be he subject to this Agreement. 7.5 Licensee’s obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any given patent application or patent upon [ * ] written notice to The Regents. [ * ] = 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.

Patent Filing Prosecution and Maintenance. 8.1 7.1 The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' ’ Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' ’ choice. The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' ’ Patent Rights. The Regents will give due consideration to consider any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counselLicensee. The Regents shall be able is entitled to take action to preserve rights and minimize costs whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' ’ Patent Rights shall be borne by IntraBioticsRights. Licensee must send payment to The Regents within 30 days of Licensee’s receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents of its decision within [ * ] eight months of the filing of the corresponding United States application of its decision to obtain foreign patentspatent application. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a this notice from IntraBiotics Licensee to The Regents shall will be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects 7.4 Eight months after the filing of the corresponding United States application, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be subject to this Agreement. 7.5 Licensee’s obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any given patent application or patent upon three months written notice to The Regents. The Regents will use its best efforts to curtail patent costs chargeable to Licensee under this Agreement after this notice is received from Licensee. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole discretion and expense, and Licensee will have no further rights or licenses to them. 7.6 The Regents will use its best efforts to not allow any Regents’ Patent Rights for which Licensee is licensed and is underwriting the costs of to lapse or become abandoned without Licensee’s authorization or reasonable notice, except for the filing of continuations, divisionals, or the like substitute for the lapsed application.

Patent Filing Prosecution and Maintenance. 8.1 7.1 As long as Licensee is current in reimbursing patent prosecution costs, The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' ’ Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' ’ choice. The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' ’ Patent Rights. The Regents will give due consideration to consider any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counselLicensee. The Regents shall be able is entitled to take action to preserve rights and or minimize costs whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' ’ Patent Rights shall be borne by IntraBioticsRights. Prosecution includes interferences, oppositions and any other inter partes matters originating in a patent office. Licensee must send payment to The Regents within [ * ] of Licensee’s receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents of its decision within [ * ] of the filing of the corresponding United States application of its decision to obtain foreign patentspatent application. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a this notice from IntraBiotics Licensee to The Regents shall will be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects 7.4 [ * ] after the filing of the corresponding United States application, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be he subject to this Agreement. 7.5 Licensee’s obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any given patent application or patent upon [ * ] written notice to The Regents. The Regents will use its best efforts to curtail patent costs chargeable to Licensee under this Agreement after this notice is received from Licensee. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole discretion and expense, and Licensee will have no further rights or licenses to them. [ * ] = 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. 7.6 The Regents will use its best efforts to not allow any Regents’ Patent Rights for which Licensee is licensed and is underwriting the costs of to lapse or become abandoned without Licensee’s authorization or reasonable notice, except for the filing of continuations, divisionals, or the like which substitute for the lapsed application.

Patent Filing Prosecution and Maintenance. 8.1 The Regents During the Term with respect to any Patent Rights arising hereunder: Access shall filebear the cost associated with the filing, prosecute prosecution, issuance and maintain the patents maintenance of all Program Patent Rights relating to Nutrigenomics Consumables and applications comprising Regents' Dermagenomics Consumables and shall control prosecution of all such Program Patent Rights, including, but not limited to, having the right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the patent applications will be filed. Such patents IG shall be held in bear the name cost associated with the filing, prosecution, issuance and maintenance of The Regents all Program Patent Rights relating to Nutrigenomics Tests and Dermagenomics Tests and shall control prosecution of all such Program Patent Rights, including, but not limited to, having the right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the patent applications will be obtained with counsel of The Regents' choicefiled. The Regents Parties shall provide IntraBiotics jointly bear the cost associated with copies of each patent applicationthe filing, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' Patent Rights. The Regents will give due consideration to any comments or suggestions by IntraBiotics related to patent prosecution, issuance and The Regents will not unreasonably deny a request by IntraBiotics maintenance of all Program Patent Rights relating to change patent counsel. The Regents shall be able to take action to preserve rights and minimize costs whether or not IntraBiotics has commented. 8.2 All reasonable costs incurred beginning on [ * ] Tests and during shall jointly control prosecution of all such Program Patent Rights, including, but not limited to, having the term of this Agreement right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the preparation, filing, prosecution and patent applications will be filed. In the event that the parties cannot agree on the filing and/or maintenance of patent applications and patents in Regents' Program Patent Rights shall be borne by IntraBiotics. 8.3 IntraBiotics hereunder, then each party shall have the right to request patent protection on the Inventions in foreign countries if available and if it so desires. IntraBiotics must notify The Regents within [ * ] of the filing of the corresponding United States application of its decision to obtain foreign patents. This notice concerning foreign filing shall be in writing, must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a notice from IntraBiotics to The Regents shall be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects not to secure foreign patent rights, The Regents shall have the right to file patent applications proceed at its own expense costs with such filing and/or maintenance. If one party proceeds in filing CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. and/or maintaining Program Patent Rights hereunder, then the other party agrees to assign or otherwise take any country action necessary to assist the cost-bearing party in which IntraBiotics has not elected to secure patent rights, and achieving the filing or maintenance of such applications and resultant patents shall not be subject to this AgreementProgram Patent Rights.

Patent Filing Prosecution and Maintenance. 8.1 7.1 As long as Licensee is current in reimbursing patent prosecution costs, The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' ’ Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' ’ choice. The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' ’ Patent Rights. The Regents will give due consideration to consider any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counselLicensee. The Regents shall be able is entitled to take action to preserve rights and or minimize costs whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' ’ Patent Rights shall be borne by IntraBioticsRights. Prosecution includes interferences, oppositions and any other inter partes matters originating in a patent office. Licensee must send payment to The Regents within 30 days of Licensee’s receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents of its decision within [ * ] eight months of the filing of the corresponding United States application of its decision to obtain foreign patentspatent application. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite the costs thereof. The absence of such a this notice from IntraBiotics Licensee to The Regents shall will be considered an election not to secure foreign rights. 8.4 If IntraBiotics elects 7.4 Eight months after the filing of the corresponding United States application, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be subject to this Agreement. 7.5 Licensee’s obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any given patent application or patent upon three months written notice to The Regents. The Regents will use its best efforts to curtail patent costs chargeable to Licensee under this Agreement after this notice is received from Licensee. The Regents may continue prosecution or maintenance of these application(s) or patent(s) at its sole discretion and expense, and Licensee will have no further rights or licenses to them. 7.6 The Regents will use its best efforts to not allow any Regents’ Patent Rights for which Licensee is licensed and is underwriting the costs of to lapse or become abandoned without Licensee’s authorization or reasonable notice, except for the filing of continuations, divisionals, or the like which substitute for the lapsed application.

Patent Filing Prosecution and Maintenance. 8.1 7.1 As long as Licensee is paying prosecution costs, The Regents shall will file, prosecute and maintain the patents and applications comprising Regents' ’ Patent Rights. Such These patents shall will be held in the name of The Regents and shall will be obtained with counsel of The Regents' ’ choice (in which choice, however, Licensee’s input will be considered). The Regents shall must provide IntraBiotics Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents' ’ Patent Rights. The Regents will give due consideration instruct its counsel to provide such documentation to Licensee at the same time that it is provided to The Regents, so as to afford an opportunity for Licensee and its counsel to have input with respect to the patent prosecution process. The Regents will consider any comments or suggestions by IntraBiotics related to patent prosecution, and The Regents will not unreasonably deny a request by IntraBiotics to change patent counselLicensee. The Regents shall be able is entitled to take action to preserve rights (and, unless Licensee is paying costs and requests otherwise, minimize costs costs) whether or not IntraBiotics Licensee has commented. 8.2 All reasonable 7.2 Licensee will bear all costs incurred beginning on [ * ] prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents' ’ Patent Rights shall be borne by IntraBioticsRights. Prosecution includes interferences, oppositions, and any other inter partes matters originating in a patent office. Licensee must send payment to The Regents within 30 days of Licensee’s receipt of an invoice. 8.3 IntraBiotics shall have 7.3 Licensee has the right to request patent protection prosecution on the Inventions Invention in foreign countries if available and if it so desiresthe rights are available. IntraBiotics Licensee must notify The Regents within [ * ] of the filing of the corresponding United States application of its decision no later than three months prior to obtain foreign patentsthe Chapter Two Demand and no later than three (3) months prior to the National Phase filing date indicating which territories they wish to select for prosecution. This notice concerning foreign filing shall must be in writing, writing and must identify the countries desired, and reaffirm IntraBiotics' obligation to underwrite . With the costs thereofnotice of election the Licensee must pay in advance The Regents patent counsel’s estimated cost of the Chapter Two Demand or the entry into National Phase in the requested territories. The absence of such a this notice and advance payment either for Chapter Two or for National Phase from IntraBiotics Licensee to The Regents shall will be considered an election not to secure the foreign rightsrights associated with the specific phase of patent prosecution. The Regents will instruct their counsel to send copies of notices regarding deadlines to Licensee, and to provide estimates of the related cost. 8.4 If IntraBiotics elects 7.4 Three (3) months before the Chapter Two Demand and three (3) months before National Phase filing, but not to secure foreign patent rightssooner, The Regents shall will have the right to file patent applications at its own expense in any country in which IntraBiotics Licensee has not elected to secure patent rights, and such identified in written notice provided by 7.3. These applications and resultant resulting patents shall will not be part of Regents Patent Rights and therefore not subject to this Agreement.