Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidential. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, 8.1 Patent filings and prosecution shall be responsible for the filing, prosecution by counsel of University’s choosing and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE University. University shall be acting in keep Licensee advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by promptly forwarding to Licensee copies of all documentation 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 filing, prosecution and maintenance maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and UNIVERSITY shall keep this documentation confidentialmaintenance. (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, 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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidentialCopyrights. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys 8.1 Patent filings and prosecution of its choice, shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent RightsUniversity. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY University shall keep this documentation confidential. Licensee (band Licensee’s counsel if requested by Licensee) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining any patent applications and patents in advised as to the Patent Rights. LICENSEE, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of 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 such applications by forwarding to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with Licensee copies of all documentation official correspondence (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such prosecution and UNIVERSITY maintenance, provided, however, that University shall keep 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 documentation confidentialAgreement 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. (c8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix A, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) LICENSEE to be filed. All such applications shall apply for an extension of the term be in University’s name. 8.3 By written notification to University at least *** 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 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, Affiliate or Sublicensee(s) relating to the Patent Rights if appropriate under which comprise the US Drug Price Competition subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewithRights.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys of its choiceif available, shall be responsible for the filingforeign patents, prosecution and maintenance of patent applications and patents within the in Patent Rights in at least the following countries: using counsel [***]. Any For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such filings Patent Costs, UNIVERSITY shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the have 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. LICENSEE, or its patent counsel UNIVERSITY shall provide UNIVERSITY on an ongoing basis LICENSEE with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY 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 (e.g., responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes or ex parte matters originating in a patent office). (b) Should LICENSEE elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights, LICENSEE shall have no further license with respect to such Patent Rights under this Agreement. Non-payment of any portion of Patent Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. UNIVERSITY is not obligated at any time to file, prosecute, or maintain Patent Rights in a country, where, for that country’s patent application or patent LICENSEE is not paying Patent Costs, or to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder. (c) For joint inventions that would lead to joint patent rights, LICENSEE shall apply will be responsible for an extension drafting, filing, and all costs of each application using the term counsel of its choice. Inventors and LICENSEE will provide written notice of any patent in Patent Rights if appropriate under the US Drug Price Competition joint inventions and Patent Term Restoration Act and/or EuropeanLICENSEE’s intent to file to UNIVERSITY. Additionally, Japanese LICENSEE will provide to UNIVERSITY any draft application for review and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and will take into consideration any actions recommended by UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewithor its counsel.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE is reimbursing UNIVERSITY for its Patent Costs on a timely basis pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys if available, foreign patents, and applications in Patent Rights using counsel of its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs in accordance with the time period set forth in Paragraph 3.2, UNIVERSITY shall be responsible for the filing, prosecution and maintenance of have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications and patents within the under Patent Rights in at least the following countries: [***]upon written notice to LICENSEE (such as email notices). Any such filings shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis LICENSEE with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY an opportunity to review and provide comments relating thereto. LICENSEE shall keep this documentation provided by UNIVERSITY 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 good faith consideration any comments provided by LICENSEE with respect to documentation relating to such prosecution and 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 (e.g., responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes or ex parte matters originating in a patent office). (cb) Should LICENSEE shall apply for an extension of the term of elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or Europeanin a specific country, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents have no further license with respect to such Patent Rights under this Agreement for such applicationscountry. Non-payment of any portion of Patent Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. UNIVERSITY is not obligated at any time to file, and UNIVERSITY shall execute such documents and take any other additional action as prosecute, or maintain Patent Rights in a country, where, for that country’s patent application or patent LICENSEE may reasonably request in connection therewithis not paying Patent Costs, or to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing if available, foreign patents, and applications in Patent Rights using Gavrilovich, ▇▇▇▇ & ▇▇▇▇▇▇▇, LLP as counsel. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent attorneys applications under Patent Rights. UNIVERSITY shall provide LICENSEE with copies of its choiceall relevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, however unless allowed by law, all patents and patent applications in Patent Rights shall be responsible for assigned solely to UNIVERSITY. Regular communication between the filing, UNIVERSITY and LICENSEE shall take place regarding prosecution and maintenance of patent applications and patents within the Patent Rights Rights. UNIVERSITY shall in at least the following countries: good faith [***]. Any such UNIVERSITY shall in any event control all patent filings and all patent prosecution decisions and related filings (e.g., responses to office actions) shall be [***] (prosecution includes, but is not limited to, interferences, oppositions and any other inter parts or ex parte matters originating in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its a patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidentialoffice). (b) UNIVERSITY shall fully cooperate with Should LICENSEE in preparing, filing, prosecuting and maintaining any patent applications and patents in fail to maintain the Patent Rights. LICENSEE, Costs or elect to terminate its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of 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 reimbursement obligations with respect to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file patent application or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidential. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or EuropeanRights, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents have no further license with respect to such Patent Rights under this Agreement. Non-payment of any portion of Patent Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent, provided UNIVERSITY has given LICENSEE a ninety (90) day notice to cure and that period has run. UNIVERSITY is not obligated at any time to file, prosecute, or maintain Patent Rights in a country, where, for such applicationsthat country’s patent application or patent LICENSEE is not paying Patent Costs, and UNIVERSITY shall execute such documents and take any other additional action as or to file, prosecute, or maintain Patent Rights to which LICENSEE may reasonably request in connection therewithhas terminated its license hereunder.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.3, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys if available, foreign patents, and applications in Patent Rights using counsel of its choice. For purposes of clarity, shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Patent Rights in at least the following countries: […***…]. Any such filings shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis LICENSEE with copies of all relevant documentation relating to such filing, prosecution and maintenance and UNIVERSITY 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 (e.g. responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining consider amending any patent applications 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 patents in the Patent Rights. LICENSEEat its sole expense, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, may continue prosecution and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of 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 Costs or Anticipated Costs with respect to the omitted portionsany application or patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. UNIVERSITY sufficient opportunity is not obligated to comment on file, prosecute, or maintain Patent Rights in any document that country where LICENSEE intends to file is not paying Patent Costs at any time or to cause to be filed with the relevant intellectual property or patent office. LICENSEEfile, prosecute, or maintain Patent Rights to which LICENSEE has terminated its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidentiallicense hereunder. (cd) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts thereofof this law. LICENSEE shall prepare all documents for such applicationsapplication, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request requests in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEEFrom and after the Effective Date of this Agreement, at its own expense, utilizing patent attorneys the provisions of its choice, shall be responsible for this Section 6 will control the filing, prosecution and maintenance of the Licensed Patents. Licensee will direct and manage (i) the preparation, filing and prosecution of the United States and foreign patent applications arising from or relating to the Licensed Patents (including any interferences and patents within foreign oppositions) and (ii) the maintenance of the Licensed Patents. The Institute and Licensee will select a patent attorney by mutual agreement. Patent Rights in at least counsel may be changed only by mutual agreement of the following countries: [***]parties. Any Effective as of the date of Amendment No. 1 to this Agreement, Institute and Licensee selected the attorneys of ▇▇▇▇▇ Day for handling Licensed Patents. Licensee and Institute shall adopt a prosecution strategy by mutual agreement. Thereafter, Licensee shall use all reasonable efforts to implement such filings strategy or one consistent with Licensee’s commercial goals and interests, including amending any patent application to include claims deemed reasonably necessary by Licensee to protect products and/or processes contemplated to be used or sold under this Agreement. Institute shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis provided with copies of all documentation documents relating to such the filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparingprosecution, 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 Patent Rights Licensed Patents in sufficient time to review such documents and shall provide [***] Certain information in this document comment thereon prior to filing, provided, however, that if Institute has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect not commented on such documents prior to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed deadline for filing a response with the relevant intellectual property or government patent office, Licensee shall be free to respond without consideration of Institute’s comments. LICENSEEIf, in Institute’s opinion, Licensee’s proposed activities are unreasonable or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidential. (c) LICENSEE shall apply for an extension unnecessary in view of the term likelihood of success or the value of the claims that might be issued as a result of such activities, 1. Except for the agreed upon amendments set forth herein, in all other respects the remaining terms and conditions of the Agreement shall remain in full force and effect as written. If there is a conflict between any patent in Patent Rights if appropriate under provision of the US Drug Price Competition Agreement and Patent Term Restoration Act and/or Europeana provision of this Amendment, Japanese and other foreign counterparts thereof. LICENSEE the terms of this Amendment shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewithprevail.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, 8.1 Patent filings and prosecution for all Patent Rights licensed hereunder to Licensee shall be responsible for the filingby counsel of University’s choosing, prosecution subject to Licensee’s consent (such consent not to be unreasonably withheld) and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY University, according to U.S. patent law. University and LICENSEE Licensee shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its meet as needed with such patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such filingdetermine and implement a strategy for the preparation, prosecution and maintenance of the Patent Rights, University and UNIVERSITY such patent counsel shall keep this documentation confidentialensure that Licensee promptly receives copies of all correspondence, (including, but not limited to, applications, Office Actions, responses, etc.), minutes of any meetings or teleconference, and filings and submissions relating thereto upon receipt from applicable patent authorities and that Licensee shall have the right, and University shall provide Licensee a reasonable opportunity, to comment and advise University on the content of any materials submitted to patent authorities, 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 U.S. 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. 8.3 By written notification to University at least thirty (b30) UNIVERSITY shall fully cooperate 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 LICENSEE in preparing, filing, prosecuting and 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 patents in 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 B to reflect the then current Patent Rights. LICENSEE. 8.4 For Patent Rights claiming Joint Inventions in which the lead inventor is a University employee, student or its patent counsel, staff University shall consult with UNIVERSITY in all aspects of control the preparation, filing, prosecution and maintenance of such Patent Right pursuant to the terms of this Article 8. 8.5 Upon written approval from University, for Patent Rights claiming Joint Inventions in which the lead inventor is an employee of Licensee, Licensee shall control the preparation, prosecution and maintenance of such patents at its sole expense. Such University approval shall not be unreasonably withheld and shall provide [***] Certain information in this document has been omitted be granted within fifteen (15) days of University’s Office of Technology Development receiving a report of invention submitted by University Inventor and filed separately with written request from Licensee to manage patent preparation, prosecution and maintenance of such patent, In the Securities event Licensee is controlling the preparation, filing, prosecution and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document maintenance of Joint Inventions, Licensee and such patent counsel shall ensure that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with University promptly receives copies of all documentation correspondence, (including, but not limited to, applications, Office Actions, responses, etc.), minutes of any meetings or teleconference, and filings and submissions relating thereto upon receipt from applicable patent authorities and that University shall have the right, and Licensee shall provide University a reasonable opportunity, to comment and advise Licensee on the content of any materials submitted to patent authorities, provided, however, that Licensee shall have the right to make the final decisions for all matters associated with such prosecution and UNIVERSITY shall keep this documentation confidentialmaintenance. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys if available, foreign patents, and applications in Patent Rights using counsel of its choice, . UNIVERSITY shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and promptly provide LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all relevant documentation relating to such filing, prosecution and maintenance and UNIVERSITY 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. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining consider amending any patent applications and patents application in the Patent Rights. LICENSEE, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of Patent Rights and shall provide [***] Certain information in this document has been omitted and filed separately with to include claims reasonably requested by LICENSEE to protect the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause products contemplated to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep sold by LICENSEE under this documentation confidentialAgreement. (c) LICENSEE UNIVERSITY shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts thereofof this law. LICENSEE shall prepare all documents and pay costs incurred for such applicationsapplication, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request 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 said application or patent, 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 any application or patent to LICENSEE. If LICENSEE fails to cure the non-payment within sixty (60) days, UNIVERSITY may provide a second written notice (“Notice of Termination”) to LICENSEE, indicating the specifics of the termination of the license for such application or patent. The University is not obligated to file, prosecute, or maintain Patent Rights outside of the territory at any time or to file, prosecute, or maintain Patent Rights to which Licensee has terminated its license hereunder.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for prior Patent Costs pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys if available, foreign, patents and applications in Patent Rights using counsel of its choice, shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis LICENSEE with copies of all relevant documentation relating to such filing, prosecution and maintenance and UNIVERSITY 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 give LICENSEE notice of its intent and plans to file any United States and/or foreign patents and applications in Patent Rights. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining consider amending any patent applications and patents application in the Patent Rights. LICENSEE, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of Patent Rights and shall provide [***] Certain information in this document has been omitted and filed separately with to include claims reasonably requested by LICENSEE to protect the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause products contemplated to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep sold by LICENSEE under this documentation confidentialAgreement. (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 US Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts thereofof this law. LICENSEE shall prepare all documents for such applicationsapplication, and UNIVERSITY shall execute such documents and to take any other additional action as LICENSEE may reasonably request 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 said application or patent, and LICENSEE shall then have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to any application or patent, after notice to LICENSEE and a 30 day period in which to cure such non-payment, may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. UNIVERSITY is not obligated to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its License hereunder.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, 8.1 Patent filings and prosecution shall be responsible for the filing, prosecution by counsel of University’s choosing and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE University. University shall be acting in keep Licensee advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by forwarding to Licensee copies of all documentation official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such filing, prosecution and maintenance maintenance. University shall consider Licensee’s comments in good faith, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and UNIVERSITY shall keep this documentation confidentialmaintenance. (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, 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent Rights and applications described in Section 8.1 above, Licensee shall provide 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. 8.3 By written notification to University at least [***] Certain information in this document has been omitted 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 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 filed separately with the Securities for its own benefit, and Exchange Commission. Confidential treatment has been requested with respect any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with Patent Rights which comprise the relevant intellectual property subject of such patent applications or patent office. LICENSEE, or its patent counseland/or apply to the particular country, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating terminate and the parties shall amend Appendix A to such prosecution and UNIVERSITY shall keep this documentation confidentialinclude the then current Patent Rights. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, 8.1 Patent filings and prosecution shall be responsible for the filing, prosecution by counsel of University’s choosing and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE University. University shall be acting in keep Licensee advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by promptly forwarding to Licensee copies of all documentation 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 filing, prosecution and maintenance maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and UNIVERSITY shall keep this documentation confidentialmaintenance. (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, 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. 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. 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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidentialCopyrights. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE8.1 During the term of this LICENSE AGREEMENT, at its own expenseLICENSEE shall bear the cost of all patent expenses, utilizing patent attorneys of its choicepast and future, shall be responsible for associated with the preparation, filing, prosecution prosecuting, issuance and maintenance of patent U.S. Patent applications and patents U.S. Patents included within the Patent Rights in at least the following countries: [***]PATENT RIGHTS. Any such Such filings and prosecution shall be by counsel of UNIVERSITY’S choosing and shall be in the name of UNIVERSITY. UNIVERSITY and shall keep LICENSEE shall be acting in advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by forwarding to LICENSEE copies of all documentation official correspondence, (including, but not limited to, Applications, Office Actions, responses, etc.) relating thereto. LICENSEE shall have the right to comment and advise UNIVERSITY as to the conduct of such filingprosecution 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 As regards prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining any of foreign patent applications corresponding to the U.S. 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. LICENSEE shall reimburse UNIVERSITY for all costs and patents in the Patent Rights. LICENSEE, or its patent counsel, shall consult legal fees associated with UNIVERSITY in all aspects of the preparation, filing, prosecution prosecuting, issuance and maintenance of Patent Rights such designated foreign patent applications and foreign patents. All such applications shall be in UNIVERSITY’S name. 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 [***] Certain information in this document such notification (provided UNIVERSITY has been omitted and filed separately provided LICENSEE with the Securities date if such deadline in a timely manner) can be considered by UNIVERSITY to be LICENSEE’S notice that it no longer wishes to support any particular patent(s) or patent application(s). Upon such notice, UNIVERSITY may file, prosecute, and/or maintain such patent applications or patents at its own expense and Exchange Commission. Confidential treatment has been requested with respect for its own benefit, and any rights or license granted hereunder held by LICENSEE, AFFILIATE or sublicensee(s) relating to the omitted portions. PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. 8.4 UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends may elect to file or to cause to be filed with the relevant intellectual property or corresponding patent office. applications in countries other than those designated by LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and but in that event UNIVERSITY shall keep this documentation confidential. (c) be responsible for all costs associated with such non-designated filings. In such event, LICENSEE shall apply for an extension of forfeit its rights under this LICENSE AGREEMENT in the term of any country(ies) where UNIVERSITY exercises its option to file such corresponding patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, 8.1 Patent filings and prosecution shall be responsible for the filing, prosecution by counsel of University’s choosing and maintenance of patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE University. University shall be acting in keep Licensee advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by promptly forwarding to Licensee copies of all documentation 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 filing, prosecution and maintenance maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and UNIVERSITY shall keep this documentation confidentialmaintenance. (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, 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. 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 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 omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidentialCopyrights. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEEProvided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, at its own expenseUNIVERSITY shall diligently prosecute and maintain the United States and, utilizing patent attorneys if available, foreign patents and applications in Patent Rights using counsel of its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall be responsible for the filing, prosecution and maintenance of have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications and patents within the Patent Rights in at least the following countries: [***]. Any such filings shall be in the name of UNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the under Patent Rights. LICENSEE, or its patent counsel UNIVERSITY shall provide UNIVERSITY on an ongoing basis LICENSEE with copies of all relevant documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (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 Patent Rights for review and shall provide [***] Certain information comment in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect advance of submission to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or applicable patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY 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 with respect to the filing, prosecution and maintenance of Patent Rights 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 (e.g., responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes or ex parte matters originating in a patent office). (cb) Should LICENSEE shall apply for an extension of the term of elect in writing to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or EuropeanRights, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents have no further license with respect to such Patent Rights under this Agreement. Non-payment of any portion of Patent Costs with respect to any such application or patent, within [**] following any such payment default, may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. UNIVERSITY is not obligated at any time to file, prosecute, or maintain Patent Rights in a country, where, for such applicationsthat country’s patent application or patent, and UNIVERSITY shall execute such documents and take any other additional action LICENSEE, by written election or deemed election as set forth above, is not paying Patent Costs, or to file, prosecute, or maintain Patent Rights to which LICENSEE may reasonably request in connection therewithhas terminated its license hereunder.

Patent Prosecution and Maintenance. (a) LICENSEE8.1 Licensee shall bear the cost of all patent expenses incurred following the Effective Date and associated with the preparation, at its own expense, utilizing patent attorneys of its choice, shall be responsible for the filing, prosecution prosecuting, issuance and maintenance of patent U.S. Patent applications and patents U.S. Patents included within the Patent Rights in at least the following countries: [***]Rights. Any such Such filings and prosecution shall be by counsel of The University’s choosing and shall be in the name of UNIVERSITY and LICENSEE The University. The University shall be acting in keep Licensee advised as to the best interest prosecution of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with such applications by forwarding to Licensee copies of all documentation official correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise The University as to the conduct of such filingprosecution and maintenance, provided, however, that The University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. 8.2 As regards prosecution and maintenance and UNIVERSITY shall keep this documentation confidential. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and maintaining any of foreign patent applications corresponding to the U.S. 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. Licensee shall pay all costs and patents in the Patent Rights. LICENSEE, or its patent counsel, shall consult legal fees associated with UNIVERSITY in all aspects of the preparation, filing, prosecution prosecuting, issuance and maintenance of such designated foreign patent applications and foreign patents. All such applications shall be in The University’s name. 8.3 By written notification to The 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 The University’s receipt of such notification. Failure to provide such notification can be considered by The University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon such notice, The University may 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, Affiliate or Sublicensee(s) relating to the Patent Rights and shall provide [***] Certain information in this document has been omitted and filed separately with which comprise the Securities and Exchange Commission. Confidential treatment has been requested with respect subject of such patent applications or patent and/or apply to the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counselparticular country, shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such prosecution and UNIVERSITY shall keep this documentation confidentialterminate. (c) LICENSEE shall apply for an extension of the term of any patent in Patent Rights if appropriate under the US Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. LICENSEE shall prepare all documents for such applications, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE may reasonably request in connection therewith.