Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. (a) LICENSEE agrees to diligently prosecute and maintain the patents and patent applications described under the Patent Rights. 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 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 (e.g. responses to office actions) shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE shall 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 maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, 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 have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related UNIVERSITY shall take into consideration any actions recommended by LICENSEE to protect the Invention Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. e.g., responses to office actions) shall be at LICENSEE’s UNIVERSITY's final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes parts or ex parte matters originating in a patent office). (b) Should LICENSEE shall consider amending 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 include claims reasonably requested by UNIVERSITY to protect the products contemplated to be sold by which LICENSEE under this Agreementhas terminated its license hereunder. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)assigned solely to UNIVERSITY. (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of any Patent Rightsaid application or patent, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 and LICENSEE shall continue prosecution have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to any application or maintenance of patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. The University is not obligated to file, prosecute, or maintain Patent Right as set forth in Sections 5.1(a) and (b)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) Should LICENSEE in its sole discretion decide to 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.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently maintain Patent Rights using counsel of its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such patent costs as defined in section 3.2, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement or to further prosecute and maintain the Patent Rights or file any new patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEE’s UNIVERSITY's final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes parties matters originating in a patent office). (b) LICENSEE shall have the opportunity to review and comment on all patent prosecution matters relating to patents and applications in Patent Rights. UNIVERSITY shall in good faith consider amending presenting arguments reasonably requested by LICENSEE, and shall amend any patent application applications in Patent Rights to include amendments and/or additional claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any patent in Patent Right, LICENSEE agrees Rights upon three (3) months' written notice to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that patent or applicationUNIVERSITY. UNIVERSITY will notify LICENSEE shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of their decision in a timely mannertermination is received from LICENSEE. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE UNIVERSITY, in its sole discretion decide to apply for an extension and at its sole expense, may continue prosecution and maintenance of the term said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs or Anticipated Costs with respect to any application or patent in may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent. The University is not obligated to file, prosecute, or maintain Patent Rights if appropriate under the Drug Price Competition and where LICENSEE is not paying patent costs at any time or to file, prosecute, or maintain Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this lawRights to which LICENSEE has terminated its license hereunder., LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.3, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE For purposes of clarity, [***]. UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Right, Costs or Anticipated Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY terminate its reimbursement obligations with respect to decide whether they wish to assume responsibility for that patent such application or applicationpatent. UNIVERSITY will notify is not obligated to file, prosecute, or maintain Patent Rights in any country where LICENSEE of their decision in a timely manner. If UNIVERSITY reasonably disagrees with the abandonment of said is not paying Patent Right Costs at any time or to file, prosecute, or maintain Patent Rights to which LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The UNIVERSITY’s counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent RightCosts or Anticipated 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, LICENSEE agrees to notify UNIVERSITY prosecute, or maintain Patent Rights in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility a country, where, for that country’s patent application LICENSEE is not paying Patent Costs, or application. UNIVERSITY will notify to file, prosecute, or maintain Patent Rights to which 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 Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 Final_Amended_Agreement Navidea_UCSD_WWS_2014_07_11 - 18 - shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includesassigned solely to UNIVERSITY. If UNIVERSITY decides not to file patent applications in any country or countries in which LICENSEE deems patent protection to be necessary, but is LICENSEE may require that such application or applications be made and prosecuted by UNIVERSITY in such countries. Should the other third party licensee choose not limited toto participate in that third party's share of such application, interferences, oppositions and any other inter partes matters originating LICENSEE agrees to pay the full expense of such application or applications. UNIVERSITY will use best efforts to amend that third party's license to grant LICENSEE an exclusive license in a such country to countries to which such patent office)application apply. (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 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 may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includesassigned solely to UNIVERSITY. If UNIVERSITY decides not to file patent applications in any country or countries in which LICENSEE deems patent protection to be necessary, but is LICENSEE may require that such application or applications be made and prosecuted by UNIVERSITY in such countries. Should the other third party licensee choose not limited toto participate in that third party's share of such application, interferencesLICENSEE agrees to pay the full expense of such application or applications, oppositions and any other inter partes matters originating UNIVERSITY will use best efforts to amend that third party's license to grant LICENSEE an exclusive license in a such country to countries to which such patent office)application apply. (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 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 may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned jointly to UNIVERSITY and UOS. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEE’s UNIVERSITY's final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes parses matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any patent in Patent Right, LICENSEE agrees Rights upon three (3) months' written notice to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that patent or applicationUNIVERSITY. UNIVERSITY will notify LICENSEE shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of their decision in a timely mannertermination is received from LICENSEE. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE UNIVERSITY, in its sole discretion decide to apply for an extension and at its sole expense, may continue prosecution and maintenance of the term said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs or Anticipated Costs with respect to any application or patent in 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 if appropriate under the Drug Price Competition and in a country, where, for that country's patent application LICENSEE is not paying Patent Term Restoration Act of 1984 and/or EuropeanCosts, Japanese and other foreign counterparts of this lawor to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder., LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The UNIVERSITY’s counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to Final License Navidea_UCSD_ WWS 2014-07-11 - 17 - include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent RightCosts or Anticipated 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, LICENSEE agrees to notify UNIVERSITY prosecute, or maintain Patent Rights in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility a country, where, for that country’s patent application LICENSEE is not paying Patent Costs, or application. UNIVERSITY will notify to file, prosecute, or maintain Patent Rights to which 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 Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)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 reasonably and technical description requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement; provided however that (i) UNIVERSITY shall not be obligated to make such amendment to the extent it can reasonably demonstrate to LICENSEE that such amendment would have a material adverse effect on the validity of any patent potentially issuing from such application, and (ii) any such additional claims need be enabled by the original or amended technical description in a patent application in Patent Rights. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide to apply for an extension of the term of any patent in Patent Rights if appropriate under the Drug Price Competition and upon three (3) months written notice to UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this law., LICENSEE shall prepare all documents Costs for such applicationapplication or patent when such notice of termination is received from LICENSEE. UNIVERSITY, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.its sole discretion

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall consult in good faith with LICENSEE and diligently prosecute and maintain the patents patents, and patent applications described under the in Patent RightsRights using counsel of its choice and taking in good faith into account any comments of LICENSEE. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)assigned solely to UNIVERSITY. (b) UNIVERSITY shall provide LICENSEE shall consider amending with (i) drafts of all applications and papers it plans to file with any patent application office at least thirty days before filing, and (ii) copies of all communications from patent offices promptly after receipt thereof. UNIVERSITY shall consult in Patent Rights good faith with LICENSEE and/or LICENSEE's patent counsel as to include claims reasonably requested by UNIVERSITY to protect the products contemplated content of all applications and papers to be sold by LICENSEE under this Agreementfiled, and shall act in good faith upon comments received from LICENSEE. UNIVERSITY shall ensure that no public disclosures are made prior to filing of patent applications. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 of this law., thereof. LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE and UNIVERSITY acknowledge and agree that Patent 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 patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights 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 only both from LICENSEE. Additional filings related to the Invention shall determine inventorship in accordance with US patent law LICENSEE and ownership shall follow inventorship. All patent filings UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE shall consider amending any patent application applications in Patent Rights shall be jointly assigned to include claims reasonably requested by UNIVERSITY to protect the products contemplated to be sold by LICENSEE under this Agreementand LICENSEE. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 UNIVERSITY reasonably requests in connection therewith. (d) LICENSEE may elect to terminate its obligations with respect to the prosecution of any patent application or maintenance of any patent in Patent Rights upon three (3) months written notice to UNIVERSITY. UNIVERSITY, in its sole discretion and at its sole expense, may continue prosecution or maintenance of said application or patent at which point the license granted hereunder shall terminate.

Patent Prosecution and Maintenance. (ai) LICENSEE agrees to diligently prosecute and maintain the patents and patent applications described under the Patent Rights. 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 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 (e.g. responses to office actions) shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (bii) Should UNIVERSITY and LICENSEE mutually agree that UNIVERSITY should control patent prosecution, then for each application that the UNIVERSITY controls prosecution the following provision shall apply: (A) Provided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents under Patent Rights. 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 assigned jointly to UNIVERSITY and LICENSEE. UNIVERSITY shall in any event control such 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). (i) LICENSEE shall 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. (ii) Should UNIVERSITY and LICENSEE mutually agree that UNIVERSITY should control patent prosecution, then for each application that the UNIVERSITY controls prosecution the following provision shall apply: (A) UNIVERSITY shall consider amending any patent application in Patent Rights under its control to include claims reasonably requested by LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, Ex-America 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 have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The UNIVERSITY’s counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights upon three (3) months’ written notice to UNIVERSITYand Cardinal Health. 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent RightCosts or Anticipated 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, LICENSEE agrees to notify UNIVERSITY prosecute, or maintain Patent Rights in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility a country, where, for that country’s patent application LICENSEE is not paying Patent Costs, or application. UNIVERSITY will notify to file, prosecute, or maintain Patent Rights to which 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 Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) LICENSEE agrees to shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under in Patent Rights claiming the Patent Rights[…***…] Invention, at its own cost, 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. (b) Provided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, except as provided in Paragraph 5.1(a), UNIVERSITY shall diligently prosecute and maintain the United States and, if available, foreign patents, and applications in Patent Rights using counsel of its choice. 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 LICENSEE. Additional filings related to the Invention shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All patent filings UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in such Patent Rights shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)assigned solely to UNIVERSITY. (bc) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (cd) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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. (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

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 (e.g. responses to office actions) shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)UNIVERSITY. (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 * CONFIDENTIAL TREATMENT REQUESTED 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 may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations with respect to such application or patent.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.3, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE [*****] UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEE’s 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) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Right, Costs or Anticipated Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY terminate its reimbursement obligations with respect to decide whether they wish to assume responsibility for that patent such application or applicationpatent. UNIVERSITY will notify is not obligated to file, prosecute, or maintain Patent Rights in any country where LICENSEE of their decision in a timely manner. If UNIVERSITY reasonably disagrees with the abandonment of said is not paying Patent Right Costs at any time or to file, prosecute, or maintain Patent Rights to which LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any patent in Patent Right, LICENSEE agrees Rights upon three (3) months' written notice to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that patent or applicationUNIVERSITY. UNIVERSITY will notify LICENSEE shall use reasonable efforts to curtail further Patent Costs or Anticipated Costs for such application or patent when such notice of their decision in a timely mannertermination is received from LICENSEE. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE UNIVERSITY, in its sole discretion decide to apply for an extension and at its sole expense, may continue prosecution and maintenance of the term said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to any application or patent in 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 if appropriate under the Drug Price Competition and in a country, where, for that country’s patent application LICENSEE is not paying Patent Term Restoration Act of 1984 and/or EuropeanCosts, Japanese and other foreign counterparts of this lawor to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder., LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.3, UNIVERSITY shall diligently prosecute and maintain the patents United States and, if available, foreign patents, and patent applications described under the in Patent RightsRights using counsel of its choice. LICENSEE […***…] UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEE’s 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) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue 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 or and maintenance of said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Right, Costs or Anticipated Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY terminate its reimbursement obligations with respect to decide whether they wish to assume responsibility for that patent such application or applicationpatent. UNIVERSITY will notify is not obligated to file, prosecute, or maintain Patent Rights in any country where LICENSEE of their decision in a timely manner. If UNIVERSITY reasonably disagrees with the abandonment of said is not paying Patent Right Costs at any time or to file, prosecute, or maintain Patent Rights to which LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b)has terminated its license hereunder. (d) Should LICENSEE in its sole discretion decide to 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall consult in good faith with LICENSEE and diligently prosecute and maintain the patents patents, and patent applications described under the in Patent RightsRights using counsel of its choice and taking in good faith into account any comments of LICENSEE. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE 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 UNIVERSITY, and all patents and patent prosecution decisions and related filings (e.g. responses to office actions) applications in Patent Rights shall be at LICENSEE’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office)assigned solely to UNIVERSITY. (b) UNIVERSITY shall provide LICENSEE shall consider amending with (i) drafts of all applications and papers it plans to file with any patent application office at least thirty days before filing, and (ii) copies of all communications from patent offices promptly after receipt thereof. UNIVERSITY shall consult in Patent Rights good faith with LICENSEE and/or LICENSEE’S patent counsel as to include claims reasonably requested by UNIVERSITY to protect the products contemplated content of all applications and papers to be sold by LICENSEE under this Agreementfiled, and shall act in good faith upon comments received from LICENSEE. UNIVERSITY shall ensure that no public disclosures are made prior to filing of patent applications. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 of this law., thereof. LICENSEE shall prepare all documents for such application, and UNIVERSITY shall snail execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, 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 Section 3.2, 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 applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related UNIVERSITY shall take into consideration any actions recommended by LICENSEE to protect the Invention Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. e.g., responses to office actions) shall be at LICENSEEUNIVERSITY’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 shall consider amending 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 include claims reasonably requested by UNIVERSITY to protect the products contemplated to be sold by which LICENSEE under this Agreementhas terminated its license hereunder. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. UNIVERSITY shall keep LICENSEE shall reasonably informed of the prosecution of Patent rights, will provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY give LICENSEE time to review and comment (and LICENSEE shall keep this documentation confidential). The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to UNIVERSITY will take into consideration, however, any comments from LICENSEE bearing on the Invention protection of Licensed Products or Licensed Methods. UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any patent in Patent Right, LICENSEE agrees Rights upon […***…] written notice to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that patent or applicationUNIVERSITY. UNIVERSITY will notify LICENSEE shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of their decision in a timely mannertermination is received from LICENSEE. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE UNIVERSITY, in its sole discretion decide to apply for an extension and at its sole expense, may continue prosecution and maintenance of the term said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs with respect to any application or patent in 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 if appropriate under the Drug Price Competition and in a country, where, for that country’s patent application LICENSEE is not paying Patent Term Restoration Act of 1984 and/or EuropeanCosts, Japanese and other foreign counterparts of this lawor to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder., LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, 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 prosecution 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 patents and patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related to the Invention UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. responses to office actions) shall be at LICENSEEUNIVERSITY’s final discretion (prosecution includes, but is not limited to, interferences, oppositions and any other inter partes matters originating in a patent office). (b) LICENSEE UNIVERSITY shall consider amending any patent application in Patent Rights to include claims reasonably requested by UNIVERSITY LICENSEE to protect the products contemplated to be sold by LICENSEE under this Agreement. (c) If LICENSEE decides may elect to discontinue prosecution terminate its reimbursement obligations with respect to any patent application or maintenance of any patent in Patent Right, LICENSEE agrees Rights upon three (3) months’ written notice to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that patent or applicationUNIVERSITY. UNIVERSITY will notify LICENSEE shall use reasonable efforts to curtail further Patent Costs for such application or patent when such notice of their decision in a timely mannertermination is received from LICENSEE. If UNIVERSITY reasonably disagrees with the abandonment of said Patent Right LICENSEE shall continue prosecution or maintenance of such Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE UNIVERSITY, in its sole discretion decide to apply for an extension and at its sole expense, may continue prosecution and maintenance of the term said application or patent, and LICENSEE shall have no further license with respect thereto. Non-payment of any portion of Patent Costs or Anticipated Costs with respect to any application or patent in 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 if appropriate under the Drug Price Competition and in a country, where, for that country’s patent application LICENSEE is not paying Patent Term Restoration Act of 1984 and/or EuropeanCosts, Japanese and other foreign counterparts of this lawor to file, prosecute, or maintain Patent Rights to which LICENSEE has terminated its license hereunder., LICENSEE shall prepare all documents for such application, and UNIVERSITY shall execute such documents and take any other additional action as LICENSEE reasonably requests in connection therewith.

Patent Prosecution and Maintenance. (a) Provided that LICENSEE agrees has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the patents United States and, 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 have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications described under the Patent Rights. LICENSEE UNIVERSITY shall provide UNIVERSITY LICENSEE with copies of all relevant documentation relating to such prosecution and UNIVERSITY LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from LICENSEEUNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Additional filings related UNIVERSITY shall take into consideration any actions recommended by LICENSEE to protect the Invention Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall determine inventorship in accordance with US patent law and ownership shall follow inventorship. All any event control all patent filings and all patent prosecution decisions and related filings (e.g. e.g., responses to office actions) shall be at LICENSEE’s 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 shall consider amending 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 include claims reasonably requested by UNIVERSITY to protect the products contemplated to be sold by which LICENSEE under this Agreementhas terminated its license hereunder. (c) If LICENSEE decides to discontinue prosecution or maintenance of any Patent Right, LICENSEE agrees to notify UNIVERSITY in sufficient time for UNIVERSITY to decide whether they wish to assume responsibility for that 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 Patent Right as set forth in Sections 5.1(a) and (b). (d) Should LICENSEE in its sole discretion decide 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 take any other additional action as LICENSEE reasonably requests in connection therewith.