Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrights.

Patent Prosecution and Maintenance. 8.1 (a) LICENSEE shall diligently prosecute and maintain the United States and, if available, foreign patents, and applications in Patent filings and prosecution shall be by Rights claiming the […***…] Invention, at its own cost, using counsel of University’s choosing and its choice. LICENSEE shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide UNIVERSITY with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceUNIVERSITY shall keep this documentation confidential. (b) Provided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, providedexcept as provided in Paragraph 5.1(a), howeverUNIVERSITY shall diligently prosecute and maintain the United States and, that University if available, foreign patents, and applications in Patent Rights using counsel of its choice. UNIVERSITY shall have the right provide LICENSEE with copies of all relevant documentation relating to make the final decisions for all matters associated with such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in such Patent Rights shall be assigned solely to UNIVERSITY. 8.2 Regarding (c) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (d) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and to take any other additional action as LICENSEE reasonably requests in connection therewith. (e) LICENSEE may elect to terminate its obligations under Paragraph 5.1(a) or its reimbursement obligations with respect to any patent application or patent in Patent Rights upon […***…] written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, […***…], may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall then have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrights.

Patent Prosecution and Maintenance. 8.1 Patent filings From and prosecution after the date of this Agreement, the provisions of this Section 8 shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee advised as to control the prosecution of such any patent application and maintenance of any patent included within Licensed Patent Rights. TSRI shall (a) direct and control the preparation, filing and prosecution of the United States and foreign patent applications within Licensed Patent Rights (including without limitation any reissues, reexaminations, appeals to appropriate patent offices and/or courts, interferences and foreign oppositions); and (b) maintain the patents issuing therefrom; in each case, using TSRI’s Office of Patent Counsel (“OPC”) or outside patent counsel selected by promptly forwarding to Licensee copies TSRI and approved by Company in writing, which approval shall not be unreasonably withheld, and consistent with the requirements of all official correspondencethis Section 8.1. The parties shall mutually agree in advance, (includingon a Licensed Patent Right-by-Licensed Patent Right basis, but not limited towhether TSRI’s OPC or independent counsel will be principally responsible for filing, applicationsprosecution and maintenance of a Licensed Patent Right, Office Actionsit being understood that if the parties agree that external patent counsel will be principally responsible, responses, etc.) relating thereto. Licensee TSRI shall have the right, and University shall provide Licensee a reasonable opportunityat its sole discretion, to comment utilize TSRI’s OPC in addition to (i.e., in support of and advise University to direct) such independent counsel’s patent filing, prosecution and maintenance activities. The reasonable and documented fees and expenses with regard to the preparation, filing and prosecution of patent applications and maintenance of patents (including without limitation inter partes proceedings) included within Licensed Patent Rights (“Patent Costs”) shall be paid as set forth below. Company shall have full rights of consultation with TSRI and such outside patent counsel on all matters relating to Licensed Patent Rights. TSRI shall consult, and shall instruct its counsel to consult, with Company as to the conduct preparation, filing, prosecution and maintenance of the Licensed Patent Rights (including, without limitation, any reissues, reexaminations, appeals to appropriate patent offices and/or courts, interferences and foreign oppositions) reasonably prior to any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office, and shall furnish to Company copies of all relevant documents reasonably in advance of such consultation, consider in good faith Company’s comments and suggestions with regard to such preparation, filing, prosecution and/or maintenance (including without limitation any inter partes proceedings) of the patent applications and/or patents within Licensed Patent Rights, and maintenance, use its reasonable efforts to implement all reasonable and timely requests made by Company; provided, however, that University in the event of a disagreement between TSRI and Company on any such patent prosecution or maintenance matters, TSRI shall have final decision-making authority over all such patent matters. Company shall have the right to make right, but not the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 aboveobligation, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filedpresent at any court or patent office proceedings relating to Licensed Patent Rights. All such applications Provided that Company is not in material breach of its obligations under this Agreement, TSRI shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of not abandon any filing patent or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and within the parties shall amend Appendix A to reflect the then current Licensed Patent Rights or Copyrightswithout Company’s prior written consent.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by promptly forwarding to Licensee copies of all official correspondence, correspondence (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, right to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent U.S. Patent applications described in Section 8.1 aboveAppendix A, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advancename. 8.3 By written notification to University at least thirty (30) *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent application(s) applications or patent(s) patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to reflect include the then current Patent Rights or CopyrightsRights.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, shall be by counsel responsible for the filing, prosecution and maintenance of University’s choosing patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UniversityUNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. University LICENSEE, or its patent counsel shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide UNIVERSITY on an ongoing basis with copies of all official correspondencedocumentation relating to such filing, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University maintenance and UNIVERSITY shall have the right to make the final decisions for all matters associated with such prosecution and maintenancekeep this documentation confidential. 8.2 Regarding (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining any patent applications and patents in the Patent Rights. LICENSEE, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of foreign patent applications corresponding Patent Rights and shall provide [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the patent applications described in Section 8.1 above, Licensee shall designate in writing omitted portions. UNIVERSITY sufficient opportunity to comment on any document that country LICENSEE intends to file or those countries, if any, in which Licensee desires such corresponding patent application(s) to cause to be filedfiled with the relevant intellectual property or patent office. All LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such applications prosecution and UNIVERSITY shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advancekeep this documentation confidential. 8.3 By written notification to University at least thirty (30c) days in advance LICENSEE shall apply for an extension of the term of any filing or response deadlinepatent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefitapplications, and UNIVERSITY shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsother additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for prior Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign, patents and applications in Patent Rights using counsel of University’s choosing and its choice. UNIVERSITY shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, provided, however, that University and all patents and patent applications in Patent Rights shall have the right be assigned solely to make the final decisions for all matters associated with such prosecution UNIVERSITY. UNIVERSITY shall give LICENSEE notice of its intent and maintenanceplans to file any United States and/or foreign patents and applications in Patent Rights. 8.2 Regarding (b) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) LICENSEE shall cooperate and assist UNIVERSITY to apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and to take any other additional action as LICENSEE reasonably requests in connection therewith. (d) LICENSEE may elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon three (3) months written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall then have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University after notice to LICENSEE and a 30 day period in which to cure such non-payment, may at be deemed by UNIVERSITY as an election by LICENSEE to terminate its sole discretion reimbursement obligations with respect to such application or patent. UNIVERSITY is not obligated to file, prosecute, and/or or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsto which LICENSEE has terminated its License hereunder.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. UNIVERSITY shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, provided, however, that University and all patents and patent applications in Patent Rights shall have the right be assigned solely to make the final decisions for all matters associated with such prosecution and maintenanceUNIVERSITY. 8.2 Regarding (b) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) UNIVERSITY shall apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents and pay costs incurred for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith. (d) LICENSEE may elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon three (3) months’ written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall then have no further license nor any obligations under this Agreement with respect thereto. UNIVERSITY shall give written notice of any non-payment of any portion of Patent Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s)to LICENSEE. Upon If LICENSEE fails to cure the non-payment within sixty (60) days, UNIVERSITY may provide a second written notice that Licensee elects not (“Notice of Termination”) to have a patent application filed or patent maintained in any particular countryLICENSEE, or not to pay expenses associated with prosecuting or maintaining any patent indicating the specifics of the termination of the license for such application or patent, . The University may at its sole discretion is not obligated to file, prosecute, and/or or maintain such patent applications Patent Rights outside of the territory at any time or patents at its own expense and for its own benefitto file, and any rights or license granted hereunder held by Licensee, Affiliatesprosecute, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current maintain Patent Rights or Copyrightsto which Licensee has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.3, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. For purposes of clarity, […***…]. UNIVERSITY shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondencerelevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. UNIVERSITY shall in any event control all patent filings and all patent prosecution decisions and related filings (includinge.g. responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, oppositions and University shall provide Licensee any other inter partes matters originating in a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancepatent office). 8.2 Regarding (b) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) LICENSEE may elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon […***…] written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs or Anticipated Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may at its sole discretion . UNIVERSITY is not obligated to file, prosecute, or maintain Patent Rights in any country where LICENSEE is not paying Patent Costs at any time or to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder. (d) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or maintain European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such patent applications or patents at its own expense and for its own benefitapplication, and UNIVERSITY shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsother additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution (a) INX shall be by counsel of University’s choosing responsible for and shall be in control the name preparation, filing, prosecution, grant and maintenance (collectively "Patent Management") of Universityall INX Patent Rights, using patent counsel reasonably acceptable to WLV. University Whenever reasonably feasible INX shall keep Licensee advised consult with WLV as to the prosecution of such applications by promptly forwarding to Licensee copies preparation, filing, prosecution, and maintenance of all official correspondence, (including, but not limited to, applications, INX Patent Rights reasonably prior to any deadline or action with the United States Patent & Trademark Office Actions, responses, etc.) relating theretoor any foreign patent office and whenever reasonably feasible shall furnish WLV with drafts of relevant documents reasonably in advance of consultation. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University WLV shall have the right to make review and comment on such patent applications and prosecution documents prior to filing in the final decisions United States and abroad. INX and WLV agree to cooperate with each other during the patent application and prosecution process by executing papers and providing assistance, data, information, and research records. INX and WLV also agree to cooperate in the event the extension of any patent term is sought under 35 U.S.C. 156 (Patent Term Restoration). These cooperation provisions shall survive the termination or expiration of this Agreement. Failure of INX to afford WLV prior consultation and review of documents shall not constitute material breach of this Agreement. (b) WLV shall reimburse INX for all matters associated fifty percent (50%) of its expenses incurred after the Effective Date in connection with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance Patent Management of foreign patent applications corresponding to INX Patent Rights. In the patent applications described in Section 8.1 above, Licensee shall designate in writing event that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect WLV elects not to have a patent application filed in any particular country or not to pay reimburse INX for expenses associated with filing, prosecuting or maintaining any a given patent application or patentpatent in a particular country, provided that Licensee pays for all costs incurred up to University’s receipt of then such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) patent application or patent application(s). Upon notice in that Licensee country only shall not be part of the INX Patents Rights and no license is granted to WLV under such patent application or patent in that country pursuant to this Agreement. (c) if INX elects not to have file for patent protection in a patent application filed or patent maintained in any particular countrycountry including the United States, or if INX elects not to pay expenses associated continue with prosecuting the prosecution or maintaining any maintenance of a given patent or patent application or patentclaim within an application, University then WLV may at its sole discretion file, prosecute, and/or maintain request that INX proceed and INX hereby agrees to do so. One hundred percent (100%) of expenses incurred by INX in connection with proceeding in accordance with such request shall be reimbursed by WLV and the patent applications or patents will be owned by INX and licensed to WLV under this agreement. (d) at its own expense WLV shall be responsible for and shall control the preparation, filing, prosecution, grant and maintenance of all applications regarding WLV Inventions. (e) the parties shall determine the most appropriate method for its own benefitthe preparation, filing, prosecution, grant, and any rights or license granted hereunder held by Licenseemaintenance of Joint Inventions and Joint Patent Rights, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect equally share the then current Patent Rights or Copyrightsexpenses.

Patent Prosecution and Maintenance. 8.1 (a) LICENSEE shall diligently prosecute and maintain United States and, if available, foreign patents, and applications in Patent filings and prosecution shall be by Rights using counsel of University’s choosing and its choice. LICENSEE shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide UNIVERSITY with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating theretoto such prosecution. Licensee The counsel shall have the righttake instructions only from LICENSEE, and University all patents and patent applications in Patent Rights shall provide Licensee a reasonable opportunitybe assigned jointly to UNIVERSITY, to comment the VA and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenanceLICENSEE. 8.2 Regarding (b) LICENSEE shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY. (c) LICENSEE may elect to terminate its payment obligations with respect to any patent application or patent in Patent Rights upon three (3) months’ written notice to UNIVERSITY. LICENSEE shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is sent to UNIVERSITY. UNIVERSITY, at its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any said patent application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate all obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may at its sole discretion . The UNIVERSITY is not obligated to file, prosecuteprosecute or maintain Patent Rights outside the Territory at any time or to file, prosecute or maintain Patent Rights to which LICENSEE has terminated its license hereunder. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term restoration Act of 1984 and/or maintain European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such patent applications or patents at its own expense and for its own benefitapplication, and shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsadditional action as required in connection herewith.

Patent Prosecution and Maintenance. 8.1 (a) LICENSEE agrees to diligently prosecute and maintain the patents and patent applications described under the Patent filings and prosecution Rights. LICENSEE shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide UNIVERSITY with copies of all official correspondence, relevant documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidential. The counsel shall take instructions only from LICENSEE. Additional filings related to the Invention shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All patent filings and all patent prosecution decisions and related filings (includinge.g. responses to office actions) shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, oppositions and University shall provide Licensee any other inter partes matters originating in a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancepatent office). 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee (b) LICENSEE shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides to discontinue prosecution or patentmaintenance of any Patent Right, provided LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that Licensee pays for all costs incurred up to University’s receipt patent or application. UNIVERSITY will notify LICENSEE of their decision in a timely manner. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(sPatent Right as set forth in Sections 5.1(a) or patent application(sand (b). Upon notice that Licensee elects not to have a patent application filed or patent maintained . (d) Should LICENSEE in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion filedecide to apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, prosecuteJapanese and other foreign counterparts of this law., and/or maintain LICENSEE shall prepare all documents for such patent applications or patents at its own expense and for its own benefitapplication, and UNIVERSITY shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsother additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall be in the name of Universityhave no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications under Patent Rights. University UNIVERSITY shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondencerelevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. UNIVERSITY shall take into consideration any actions recommended by LICENSEE to protect the Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall in any event control all patent filings and all patent prosecution decisions and related filings (includinge.g., responses to office actions) shall be at UNIVERSITY's final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, oppositions and University shall provide Licensee any other inter partes or ex parte matters originating in a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancepatent office). 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding (b) Should LICENSEE elect to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) terminate its reimbursement obligations with respect to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patentpatent in Patent Rights, provided that Licensee pays for all costs incurred up LICENSEE shall have no further license with respect to University’s receipt such Patent Rights under this Agreement. Non-payment of such notification. Failure any portion of Patent Costs with respect to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may . UNIVERSITY is not obligated at its sole discretion any time to file, prosecute, and/or or maintain such Patent Rights in a country, where, for that country's patent applications application or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliatespatent LICENSEE is not paying Patent Costs, or Sublicensee(s) to such patent application(s) file, prosecute, or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current maintain Patent Rights or Copyrightsto which LICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. UNIVERSITY shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, provided, however, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. (b) Subsequent to the Initial Filing the UNIVERSITY shall provide LICENSEE with the opportunity to review any documentation pertinent to such prosecution prior to filing with the United States Patent and Trademark Office or applicable foreign governmental agency. UNIVERSITY shall reasonably consider amending any patent application in Patent Rights to include additional claims and technical description requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement; provided however that University (i) UNIVERSITY shall have the right not be obligated to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding amendment to the patent applications described in Section 8.1 above, Licensee shall designate in writing extent it can reasonably demonstrate to LICENSEE that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall amendment would have a material adverse effect on the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance validity of any filing patent potentially issuing from such application, and (ii) any such additional claims need be enabled by the original or response deadline, or fee due date, Licensee may elect not to have amended technical description in a patent application filed in any particular country or not Patent Rights. (c) LICENSEE may elect to pay expenses associated terminate its reimbursement obligations with prosecuting or maintaining respect to any patent application or patent, provided that Licensee pays patent in Patent Rights upon three (3) months written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s)when such notice of termination is received from LICENSEE. Upon notice that Licensee elects not to have a patent application filed or patent maintained UNIVERSITY, in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrights.discretion

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall consult in good faith with LICENSEE and diligently prosecute and maintain the patents, and applications in Patent Rights using counsel of its choice and taking in good faith into account any comments of LICENSEE. UNIVERSITY shall provide LICENSEE with copies of all relevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be by assigned solely to UNIVERSITY. (b) UNIVERSITY shall provide LICENSEE with (i) drafts of all applications and papers it plans to file with any patent office at least thirty days before filing, and (ii) copies of all communications from patent offices promptly after receipt thereof. UNIVERSITY shall consult in good faith with LICENSEE and/or LICENSEE's patent counsel of University’s choosing and shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee copies content of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, applications and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) papers to be filed, and shall act in good faith upon comments received from LICENSEE. All such applications UNIVERSITY shall be in University’s name and University shall have the right ensure that no public disclosures are made prior to make the final decisions for all matters associated with such filings unless payment for the estimated cost filing of filing is made in advancepatent applications. 8.3 By written notification to University at least thirty (30c) days in advance LICENSEE shall apply for an extension of the term of any filing or response deadlinepatent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays Japanese and other counterparts thereof. LICENSEE shall prepare all documents for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefitapplication, and UNIVERSITY shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsother additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. 8.1 (a) LICENSEE shall diligently prosecute and maintain the United States and, if available, foreign patents, and applications in Patent filings and prosecution shall be by Rights claiming the […***…] Invention, at its own cost, using counsel of University’s choosing and its choice. LICENSEE shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide UNIVERSITY with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceUNIVERSITY shall keep this documentation confidential. (b) Provided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, providedexcept as provided in Paragraph 5.1(a), howeverUNIVERSITY shall diligently prosecute and maintain the United States and, that University if available, foreign patents, and applications in Patent Rights using counsel of its choice. UNIVERSITY shall have the right provide LICENSEE with copies of all relevant documentation relating to make the final decisions for all matters associated with such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in such Patent Rights shall be assigned solely to UNIVERSITY. 8.2 Regarding prosecution and maintenance of foreign (c) UNIVERSITY shall consider amending any patent applications corresponding application in Patent Rights to include claims reasonably requested by LICENSEE to protect the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) products contemplated to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advancesold by LICENSEE under this Agreement. 8.3 By written notification to University at least thirty (30d) days in advance LICENSEE shall apply for an extension of the term of any filing or response deadlinepatent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, or fee due dateJapanese and other foreign counterparts of this law.LICENSEE shall prepare all documents for such application, Licensee and UNIVERSITY shall execute such documents and to take any other additional action as LICENSEE reasonably requests in connection therewith. (e) LICENSEE may elect not to have a patent application filed in any particular country terminate its obligations under Paragraph 5.1(a) or not its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays patent in Patent Rights upon […***…] written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon when such notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrights.of termination is received from

Patent Prosecution and Maintenance. 8.1 (a) LICENSEE and UNIVERSITY acknowledge and agree that Patent filings Rights include certain rights which are co-owned by UNIVERSITY and LICENSEE. UNIVERSITY further acknowledges that LICENSEE has filed a patent application entitled “Uridine Therapy for the Treatment of Pervasive Development Disorders” naming ▇▇. ▇▇▇▇▇▇▇▇ Page, as * CONFIDENTIAL TREATMENT REQUESTED an Inventor; said patent application which claims subject matter included within Patent Rights. UNIVERSITY agrees that LICENSEE shall have the right and obligation to continue prosecution of said patent application according to the terms and conditions of this Agreement. (b) At its own expense, LICENSEE shall diligently prosecute and maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of its choice. LICENSEE shall provide UNIVERSITY with copies of all relevant documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidential. The counsel shall take instructions both from LICENSEE and UNIVERSITY, and all patents and patent applications in Patent Rights shall be by counsel jointly assigned to UNIVERSITY and LICENSEE. (c) LICENSEE shall apply for an extension of University’s choosing the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such application, and shall be execute such documents and to take any other additional action as UNIVERSITY reasonably requests in the name of University. University shall keep Licensee advised as connection therewith. (d) LICENSEE may elect to terminate its obligations with respect to the prosecution of such applications by promptly forwarding to Licensee copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt maintenance of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patentin Patent Rights upon three (3) months written notice to UNIVERSITY. UNIVERSITY, University may in its sole discretion and at its sole discretion fileexpense, prosecute, and/or maintain such may continue prosecution or maintenance of said application or patent applications or patents at its own expense and for its own benefit, and any rights or which point the license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsterminate.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution INmune shall be responsible, at its sole expense, for the Prosecution and Maintenance of the Licensed Patent Rights and the Product Patent Rights using patent counsel selected by counsel of University’s choosing INmune and reasonably acceptable to Xencor. INmune shall be consult with, and consider in good faith the name of University. University shall keep Licensee advised requests and suggestions of, Xencor as to the prosecution Prosecution and Maintenance of such applications by promptly forwarding the Licensed Patent Rights and the Product Patent Rights reasonably prior to Licensee any deadline or action with the applicable patent office and shall furnish to Xencor copies of all official correspondencerelevant documents reasonably in advance of such consultation. Prior to abandoning prosecution or maintenance of any Licensed Patent Rights or the Product Patent Rights, INmune shall promptly notify Xencor thereof (includingwhich notice shall, but not limited toin any event, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as be given no later than 60 days prior to the conduct of next deadline for any action that may be taken with respect to such prosecution Licensed Patent Rights or Product Patent Rights with the applicable patent office) and maintenance, provided, however, that University Xencor shall thereafter have the right to make exercise all of INmune’s rights with respect to the final decisions for all matters associated Prosecution and Maintenance of such abandoned Licensed Patent Rights or Product Patent Rights, and INmune agrees to cooperate fully with Xencor, and to provide Xencor with such prosecution information as Xencor reasonably requests, to facilitate Xencor’s Prosecution and maintenance. 8.2 Regarding prosecution Maintenance of the such Licensed Patent Rights or Product Patent Rights. For purposes of this Section 6.2, “Prosecution and Maintenance” and “Prosecute and Maintain” shall mean, with respect to Patent Rights, the preparing, filing, prosecuting and maintenance of foreign patent applications corresponding such Patent Rights, together with the conduct of interferences, the defense of oppositions and other similar proceedings with respect to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advanceparticular Patent Rights. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrights.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall be in the name of Universityhave no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications under Patent Rights. University UNIVERSITY shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondencerelevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. UNIVERSITY shall take into consideration any actions recommended by LICENSEE to protect the Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall in any event control all patent filings and all patent prosecution decisions and related filings (includinge.g., responses to office actions) shall be at UNIVERSITY's final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, oppositions and University shall provide Licensee any other inter parts or ex parte matters originating in a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancepatent office). 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding (b) Should LICENSEE elect to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) terminate its reimbursement obligations with respect to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patentpatent in Patent Rights, provided that Licensee pays for all costs incurred up LICENSEE shall have no further license with respect to University’s receipt such Patent Rights under this Agreement. Non-payment of such notification. Failure any portion of Patent Costs with respect to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may . UNIVERSITY is not obligated at its sole discretion any time to file, prosecute, and/or or maintain such Patent Rights in a country, where, for that country's patent applications application or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliatespatent LICENSEE is not paying Patent Costs, or Sublicensee(s) to such patent application(s) file, prosecute, or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current maintain Patent Rights or Copyrightsto which LICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. UNIVERSITY shall be in the name of University. University shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relevant documentation relating thereto. Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenanceLICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, provided, however, that University and all patents and patent applications in Patent Rights shall have the right be assigned solely to make the final decisions for all matters associated with such prosecution and maintenanceUNIVERSITY. 8.2 Regarding (b) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) LICENSEE may elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon three (3) months' written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, . The University may at its sole discretion is not obligated to file, prosecute, or maintain Patent Rights where LICENSEE is not paying Patent Costs at any time or to file, prosecute, or maintain Patent Rights to which Licensee has terminated its License hereunder. (d) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or maintain European, Japanese and other foreign counterparts of this law. LICENSEE shall prepare all documents for such patent applications or patents at its own expense and for its own benefitapplication, and UNIVERSITY shall execute such documents and to take any rights or license granted hereunder held by Licensee, Affiliates, or Sublicensee(s) to such patent application(s) or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current Patent Rights or Copyrightsother additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution shall be by maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of University’s choosing and its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such patent prosecution costs, UNIVERSITY shall be in the name of Universityhave no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patents under Patent Rights. University UNIVERSITY shall keep Licensee advised as to the prosecution of such applications by promptly forwarding to Licensee provide LICENSEE with copies of all official correspondencerelevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned jointly to UNIVERSITY and UOS. UNIVERSITY shall in any event control all patent filings and all patent prosecution decisions and related filings (includinge.g. responses to office actions) shall be at UNIVERSITY's final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actions, responses, etc.) relating thereto. Licensee shall have the right, oppositions and University shall provide Licensee any other inter parses matters originating in a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancepatent office). 8.2 Regarding (b) UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) LICENSEE may elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon three (3) months' written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of termination is received from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution and maintenance of foreign patent applications corresponding to the patent applications described in Section 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent said application or patent, provided that Licensee pays for all costs incurred up and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs or Anticipated Costs with respect to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) application or patent application(s). Upon notice that Licensee elects not may be deemed by UNIVERSITY as an election by LICENSEE to have a patent application filed or patent maintained in any particular country, or not terminate its reimbursement obligations with respect to pay expenses associated with prosecuting or maintaining any patent such application or patent, University may . UNIVERSITY is not obligated at its sole discretion any time to file, prosecute, and/or or maintain such Patent Rights in a country, where, for that country's patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliatesapplication LICENSEE is not paying Patent Costs, or Sublicensee(s) to such patent application(s) file, prosecute, or patent(s) shall terminate and the parties shall amend Appendix A to reflect the then current maintain Patent Rights or Copyrightsto which LICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 During the term of this LICENSE AGREEMENT, LICENSEE shall bear the cost of all patent expenses, past and future, associated with the preparation, filing, prosecuting, issuance and maintenance of U.S. Patent applications and U.S. Patents included within the PATENT RIGHTS. Such filings and prosecution shall be by counsel of University’s UNIVERSITY’S choosing and shall be in the name of UniversityUNIVERSITY. University UNIVERSITY shall keep Licensee LICENSEE advised as to the prosecution of such applications by promptly forwarding to Licensee LICENSEE copies of all official correspondence, (including, but not limited to, applicationsApplications, Office Actions, responses, etc.) relating thereto. Licensee LICENSEE shall have the right, and University shall provide Licensee a reasonable opportunity, right to comment and advise University UNIVERSITY as to the conduct of such prosecution and maintenance, ; provided, however, that University UNIVERSITY shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 Regarding As regards prosecution and maintenance of foreign patent applications corresponding to the patent U.S. Patent applications described in Section 8.1 above, Licensee LICENSEE shall designate in writing that country or those countries, if any, in which Licensee LICENSEE desires such corresponding patent application(s) to be filed. LICENSEE shall reimburse UNIVERSITY for all costs and legal fees associated with the preparation, filing, prosecuting, issuance and maintenance of such designated foreign patent applications and foreign patents. All such applications shall be in University’s name and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advanceUNIVERSITY’S name. 8.3 By written notification to University UNIVERSITY at least thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee LICENSEE may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee LICENSEE pays for all costs incurred up to University’s UNIVERSITY’S receipt of such notification. Failure to provide any such notification shall (provided UNIVERSITY has provided LICENSEE with the date if such deadline in a timely manner) can be considered by University UNIVERSITY to be Licensee’s LICENSEE’S notice that it expressly no longer wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular countrysuch notice, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University UNIVERSITY may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by LicenseeLICENSEE, Affiliates, AFFILIATE or Sublicensee(ssublicensee(s) relating to the PATENT RIGHTS which comprise the subject of such patent application(sapplications or patent and/or apply to the particular country, shall terminate. 8.4 UNIVERSITY may elect to file corresponding patent applications in countries other than those designated by LICENSEE, but in that event UNIVERSITY shall be responsible for all costs associated with such non-designated filings. In such event, LICENSEE shall forfeit its rights under this LICENSE AGREEMENT in the country(ies) or patent(s) shall terminate and the parties shall amend Appendix A where UNIVERSITY exercises its option to reflect the then current Patent Rights or Copyrightsfile such corresponding patent applications.