Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. (a) Company shall have the sole responsibility to file, prosecute and maintain all patent applications and patents included in the Licensed Patents and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this Agreement.

Patent Prosecution and Maintenance. 6.1 The Company, at its sole cost and expense, shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (a) as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications for Improvements, utilizing such patent counsel as may be mutually agreed upon by the parties hereto. The Company agrees to keep the Licensor reasonably well informed with respect to the status and progress of any such applications, prosecutions and maintenance activities including and to consult in good faith with the Licensor and take into account the Licensor's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Agreement. 6.2 The Company may, in its discretion, elect to abandon any patent application or issued patent comprising the Patent Rights, in which case the Company shall make no further use of such Patent Rights and such rights shall revert to the Licensor. Prior to any such abandonment, the Company shall give the Licensor at least 60 days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Licensor shall have the sole responsibility right, but not the obligation, to file, prosecute commence or continue such prosecution and to maintain all patent applications any such Patent Rights under its own control and patents included in the Licensed Patents at its expense and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (then make no further use of any such Patent Rights and shall have no royalty or its designee) with an opportunity other obligation to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with respect of any Licensed Products, the manufacture, use or sale of which is covered by a valid and unexpired claim of such Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution ServicesRights. [***]. (d) The Company agrees to notify Licensor cooperate in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance such activities, including execution of any patent applications assignments or patents included in other documents necessary to enable the Licensed Patents or the Program Patents. In the event Company declines Licensor to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance obtain and retain sole ownership and control of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) Company shall have Subject to Section 3.6(b) and Section 3.6(c), each Party and its Subsidiaries retain the sole responsibility right, but not the obligation, to fileprotect at their sole discretion the Patents owned or controlled by such Party and its Subsidiaries, including deciding whether and how to file and prosecute and maintain all patent applications and patents included in the Licensed Patents such Party’s Intellectual Property Rights, whether to abandon prosecution of such applications, and the Program Patents. If requested by Company and subject whether to Licensor’s agreement, Licensor will file, prosecute and maintain all discontinue payment of any maintenance or renewal fees with respect to any such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Companyregistration or issued items. (b) To the extent Each Party, as Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing Patents licensed under Section 2.1(a), Section 2.2(a) and comment Section 2.3(a), shall cooperate with Licensee to formulate commercially reasonable processes to keep the Licensee reasonably apprised of the status of such Patents, and such processes may vary on such drafts. Company will reasonably consider Licensor’s comments with respect to such draftsa Patent-by-Patent or Technology-by-Technology basis. (c) Company shall be responsible for all costs, fees and expenses incurred from and after Should the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees Parent Licensors choose to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, cease prosecution or maintenance of a Parent Patch Pump Patent licensed under Section 2.2(a) or Parent Dual-Use Patent licensed under Section 2.3(a), or choose not to defend the validity or enforceability of such Patent (such as pursuant to an inter partes review, opposition, reexamination, business method review, or post-grant challenge to a registration), the Parent Licensors shall promptly offer the SpinCo Licensees the opportunity to take over such prosecution, maintenance or defense (including, without limitation, by assuming an application or by filing a continuation application with respect to any claims abandoned or amended by Parent Licensors), in each case prior to any abandonment of rights therefor. Upon SpinCo Licensee’s request, Parent Licensor shall assign any such Patent to a SpinCo Licensee at no cost and provide such assistance and perform such actions as may be requested by SpinCo Licensee in connection therewith or any maintenance, defense, or enforcement thereof. SpinCo Licensees hereby grant Purchaser Licensors a worldwide, nonexclusive, sublicensable (solely to the extent provided in Section 3.2), royalty-free, fully paid, nontransferable and sublicensable (except as set forth in Section 8.4), irrevocable, unrestricted right and license under any such Patent assigned to Purchaser Licensees by Seller Licensors; provided that the field of the foregoing license with respect to (i) any Parent Patch Pump Patent shall not include the SpinCo Licensees’ exclusive field in Section 2.2(a), or (ii) any Parent Dual-Use Patent shall not include the SpinCo Licensees’ exclusive field in Section 2.3(a). Additionally, if Parent Licensor elects not to seek patent applications protection in a territory where SpinCo Licensees desires to do so and the corresponding Patent (if issued) would be considered a Parent Dual-Use Patent or patents included in Parent Patch Pump Patent, then SpinCo Licensees may require Parent Licensor to facilitate the Licensed Patents or Program Patents, Licensor may, filing at its own the SpinCo Licensee’s expense, continue and SpinCo Licensees shall remain obligated to prosecute or maintain reimburse continuing costs associated with prosecution and maintenance of such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent.

Patent Prosecution and Maintenance. (a) Company shall Sequenom acknowledges and agrees that, under the In-License Agreements, the Upstream Licensors have retained the sole responsibility first, if not the sole, right to file, prosecute and maintain all patent applications and patents Patents included in the Licensed Patents and the Program Optherion Patents. If As between Optherion and Sequenom, but subject to the other provisions of this Section 6.1, Sequenom shall have the right to direct the filing, prosecution and maintenance of the Optherion Patents in the Field (including direct communication with Optherion’s outside patent counsel doing such filing, prosecution or maintenance, subject to execution of appropriate documentation, as reasonably requested by Company Optherion, to preserve Optherion’s attorney-client privilege, and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all provided that Sequenom shall bear the cost of such patent applications counsel’s legal fees and patents (the “Patent Prosecution Services”expenses) as directed by Company, provided Licensor may at any time cease only to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing Optherion has such rights under the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least applicable In-License Agreement […***] days …]. Each party shall keep the other informed of progress with regard to review drafts the prosecution and maintenance of the foregoing Optherion Patents in the Field, shall provide the other with copies of official actions, amendments and comment on such drafts. Company will reasonably consider Licensor’s comments responses with respect to such drafts. prosecution and maintenance, and shall cooperate with the Upstream Licensors in connection therewith to the extent required by the applicable In-License Agreements. If Sequenom determines that it desires not to file an application (cfor example, in a specific country) Company or to discontinue any prosecution or maintenance of any Optherion Patents in any country, it shall notify Optherion thereof and, if requested by Optherion, consult with Optherion in connection therewith. In making such determination, Sequenom shall consider in good faith the impact, if any, that the applicable Optherion Patent(s) would have on the economic value of Licensed Products and whether the applicable Optherion Patent(s) constitute “core” technology with respect to applicable family of Optherion Patents. If Sequenom decides not to file or does not pursue prosecution or maintenance of any Optherion Patents in any country, to the extent Sequenom has such rights under this Section 6.1, it shall provide Optherion with written notice thereof and, after the expiration of the applicable notice period that Optherion must provide to the Upstream Licensor under the applicable In-License Agreement, Sequenom shall immediately be deemed to surrender its rights and license with respect to the specific Optherion Patent(s) in the specific country or countries in which it has decided not to file, not to pursue or not to maintain such Optherion Patent(s) to Optherion, and Optherion shall thereafter have the right to exercise all of Optherion’s rights under the applicable In-License Agreement with respect to the filing, prosecution and maintenance of such specific Optherion Patent(s) at Optherion’s own expense and otherwise without any further notice or reporting obligation to Sequenom. Subject to the immediately preceding sentence, as between Optherion and Sequenom, Sequenom shall be responsible for all costsfees associated with filing, prosecuting and maintaining the Optherion Patents that Optherion would otherwise be responsible for under the In-License Agreements, provided, however, that if at any point during the Term Optherion is refunded any of these fees previously paid by Sequenom under the […***…] Agreement, Optherion will promptly refund Sequenom the exact amount received by Optherion. On the Effective Date, Sequenom will reimburse Optherion a total amount of US$1,071,650.73 for costs and expenses actually incurred from and after by Optherion prior to the Effective Date in connection with the filing filing, prosecution and prosecution maintenance of all patent applications and patents included the Optherion Patents in the Licensed Patents and Field prior to the Program PatentsEffective Date. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within […***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services…]. [***]. (d) Company agrees Optherion shall promptly provide to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursueSequenom, or does notcause the applicable Upstream Licensor to provide to Sequenom, within [***] days following written request from Licensor, take reasonably requested action with respect to, the all information and notices regarding filing, prosecution or and maintenance of any patent applications or patents included in the Licensed Optherion Patents or Program Patents, that such Upstream Licensor may, at its own expense, continue provides to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in Optherion under the Licensed Patents or Program Patents, as applicable, under this applicable In-License Agreement.. Sequenom-Optherion License Agreement – Confidential 19

Patent Prosecution and Maintenance. (a) Company 9.2.1. As between the Parties, Licensor shall have the sole responsibility to first right, but not the obligation, to, at its own costs and expenses and in its own name, file, prosecute and maintain all patents and patent applications relating to the Licensed Technology, Licensor Improvements and patents included Joint Improvements (the “Licensor Patent Prosecution Matters”). Prior to filing new patent applications for the Licensed Technology, Licensor Improvements or Joint Improvements in the Licensed Patents and the Program Patents. If requested by Company and subject to Licensor’s agreementTerritory, Licensor will fileuse Commercially Reasonable Efforts to give Licensee [***] to review the drafts. Prior to submitting prosecution documents for the Licensed Technology, prosecute and maintain all such patent applications and patents (Licensor Improvements or Joint Improvements the “Patent Prosecution Services”) as directed by CompanyField in the Territory, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent practicable, Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity will use Commercially Reasonable Efforts to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) Licensee at least [***] days to review drafts the drafts, provided that Licensor shall provide Licensee with copies of any correspondence from the foregoing patent office in the Territory (including, without limitation, the China National Intellectual Property Administration) on the Licensed Technology or the Joint Improvements promptly, in no event later than [***] after Licensor receives such correspondence. Licensor will consider and comment on incorporate in good faith Licensee’s comments with respect to such drafts. Company If, during the Term, Licensor (i) intends to allow any Licensed Patent in the Territory to expire, (ii) intends to abandon any invention in any Licensed Patent in the Territory, (iii) decides not to seek patent protection for, to allow to expire, or to abandon any invention in any Licensor Improvements in the Territory, or (iv) decides not to seek patent protection for, to allow to expire, or to abandon any invention in Joint Improvements in the Territory, Licensor will notify Licensee of such intention or decision at least [***] prior to any filing or payment due date, or any other date that requires action, and Licensee will then have the right, but not the obligation, to assume responsibility for the preparation, filing, prosecution or maintenance thereof at its own costs and expenses (for clarity, excluding any renumeration by Licensor to any inventors) in the name of Licensee (the “Licensee Step-In Right”). If Licensee exercises the Licensee Step-In Right pursuant to this Section 9.2.1, Licensor will assigned Licensor’s title, interest, and other rights in and to such Licensed Patent in the Territory, Licensor Improvement in the Territory, and Joint Improvements, as applicable, to Licensee, transfer the applicable patent files to Licensee or its designee, execute such documents, and perform such acts, at Licensee’s reasonable costs and expenses, as may be reasonably necessary to allow Licensee to initiate or continue such preparation, filing, prosecution or maintenance, and such Licensor Improvement shall be treated as part of Licensee Improvements for all purposes under this Agreement. 9.2.2. As between the Parties, Licensee shall have the first right, but not the obligation, to, at its own costs and expenses, file, prosecute and maintain all patents and patent applications relating to the Licensee Improvements (the “Licensee Patent Prosecution Matters”). Prior to filing new patent applications outside the Territory, Licensee shall give Licensor at least [***] to review the drafts. Prior to submitting prosecution documents for the Licensee Improvements in the Field outside of the Territory, to the extent practicable, Licensee shall use Commercially Reasonable Efforts to give Licensor at least [***] to review the drafts, provided that Licensee shall provide Licensor with copies of any correspondence from the patent office outside of the Territory (including, without limitation, the United States Patent and Trademark Office, the European Patent Office, and the Japan Patent Office) on the Licensee Improvements promptly, in no event later than [***] after Licensee receives such correspondence. Licensee shall consider and incorporate in good faith Licensor’s comments with respect to such drafts. If, during the Term, Licensee (i) intends to allow any Patent covering any Licensee Improvement to expire outside of the Territory, or intends to otherwise abandon any such Patent outside of the Territory, or (ii) decides not to seek patent protection for any Licensee Improvement outside of the Territory, Licensee shall notify Licensor of such intention or decision before [***] prior to any filing or payment due date, or any other date that requires action, in connection with any such Patent, and Licensor will then have the right, but not the obligation, to assume responsibility for the preparation, filing, prosecution or maintenance thereof at its own costs and expenses (for clarity, excluding any renumeration by Licensee to any inventors), in the name of Licensor (the “Licensor Step-In Right”). If Licensor exercises the Licensor Step-In Right, Licensee shall transfer the applicable patent files to Licensor or its designee and execute such documents and perform such acts, at Licensor’s reasonable expense, as may be reasonably necessary to allow Licensor or its designee to initiate or continue such preparation, filing, prosecution or maintenance, and such Licensee Improvement shall be treated as part of Licensor Improvements for all purposes under this Agreement. Notwithstanding the foregoing, effective upon the termination of this Agreement by Licensor pursuant to Section 13.2, 13.3, 13.4, 13.5 or 13.6 or by Licensee pursuant to Section 13.7, Licensor Step-In Right shall apply to the Territory as well. 9.2.3. To the extent a Party elects to conduct its Patent Prosecution Matters (cfor Licensor, the Licensor Patent Prosecution Matters, and for Licensee, the Licensee Patent Prosecution Matters) Company pursuant to Section 9.2.1 or Section 9.2.2, to the extent practicable, the responsible Party will use Commercially Reasonable Efforts to provide the other Party with reasonable opportunity to review and discuss. In the event that the responsible Party conducts its Patent Prosecution Matters, the responsible Party shall be responsible for all associated costs, fees and expenses incurred from and after the Effective Date in connection therefor. 9.2.4. Each Party agrees to cooperate with the filing other Party in the preparation, filing, and prosecution of all any patents and patent applications relating to the Licensed Technology, Licensee Improvements, and patents included Joint Improvements and in the Licensed Patents obtaining and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in extensions, supplementary protection certificates, patent information registration, and the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action like with respect to any such patents or patent applications. Such cooperation includes, but is not limited to, promptly informing the other Party of any matters coming to such Party’s attention that are reasonably expected to materially affect the preparation, filing, prosecution or maintenance of any patent applications or such patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this Agreementapplications.

Patent Prosecution and Maintenance. Licensor shall be responsible for the preparation, filing, prosecution and maintenance of the Licensed Patents including all payment obligations and shall on an ongoing basis promptly furnish copies of all related documents to Licensee within thirty (a30) Company days of receipt or deposition. 6.1.1 Licensor shall, subject to the prior approval of Licensee (not to be unreasonably withheld), select registered patent attorneys or patent agents to provide services for preparing, filing, prosecuting and maintaining the Licensed Patents. Licensor shall directly pay such attorneys or agents and provide Licensee copies of each invoice associated with such services, as well as documentation that such invoices have been paid. 6.1.2 The parties agree to cooperate in connection with the sole responsibility to filefiling, prosecute prosecution and maintain all patent applications and patents included in maintenance of the Licensed Patents and to take any and all actions necessary to transfer the Program Patents. If requested by Company necessary documents and subject rights required for, and to Licensor’s agreementdo such other things as are from time to time necessary to comply with the requirements of this Section. 6.1.3 Each Party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, Licensor will filefiling, prosecute prosecution, or maintenance of the Licensed Patents and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease permit each other to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review comments and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments suggestions with respect to such draftsactivities, which comments and suggestions shall be reasonably considered by the other Party. (c) Company 6.1.4 Upon receipt of approval to market Product in a country of a Territory, Licensor shall be responsible provide assistance to Licensee in obtaining patent extensions, supplementary protection certificates, and the like for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents to the extent the laws of the country provide it. It is understood that Licensee is responsible for promptly notifying Licensor of receipt of Regulatory Approval. Licensee shall provide Licensor with at least sixty (60) days prior written notice before surrendering or abandoning any Licensed Patent in any country of the Territory. 6.1.5 Except with respect to the prosecution of the Patent Application as filed in the United States and the Program Patentsmaintenance of the patent issuing therefrom, Licensor may, upon ninety (90) days written notice to Licensee, elect to not to file applications in additional jurisdictions or to surrender its rights under any particular Licensed Patent in any jurisdiction and owe no payment or other obligation under this section for patent-related expenses incurred in that country as to such Licensed Patent as of the effective date of such written notice. To the extent that Licensee desires to file and/or continue maintenance and/or prosecution of such Licensed Patents in such jurisdictions in which Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costshas elected not to file and/or to surrender rights, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor shall cooperate fully with Licensee, its attorneys, and agents in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance assuming such responsibilities and provide Licensee with complete copies of any patent applications and all documents or patents included in the Licensed Patents or the Program Patents. In the event Company declines other materials that Licensee deems necessary to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain undertake such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this Agreementresponsibilities.

Patent Prosecution and Maintenance. (a) Company Except as provided below, Acerus shall have the sole responsibility right and obligation to file, prosecute and maintain all patent applications and patents included the Acerus Patents in the Licensed Patents and the Program Patents. If requested by Company and subject Territory, to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing it has the Patent Prosecution Servicesrights to do so. On the reasonable request of Acerus, Company Aytu shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specificallycooperate, prior to filing prosecution documents or new patent applicationsin all reasonable ways, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications the Acerus Patents. Should Acerus decide that it is no longer interested in maintaining or prosecuting a particular Acerus Patent in the‌ Territory in respect of which it has the rights to so maintain and patents included prosecute, Aytu may assume such prosecution and maintenance in the Licensed Patents and the Program PatentsTerritory at its sole expense. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, If Aytu assumes prosecution or maintenance of any patent applications Acerus Patent in respect of which Acerus has the right to prosecute or patents included in maintain pursuant to the Licensed Patents immediately preceding sentence, then: (a) Acerus shall not so abandon or Program Patents, Licensor may, at its own expense, continue fail to prosecute or maintain such application Patent if Aytu advises Acerus within ten (10) Business Days of notice of Acerus’ intention to abandon or patentnot prosecute or maintain the applicable Acerus Patent, that Aytu desires to assume prosecution or maintenance of the applicable Acerus Patent in Acerus’ name at Aytu’s expense, in which case Aytu shall have the right, but not the obligation to do so (and, for greater certainty, Acerus shall be under no obligation to assign the applicable Acerus Patent to Aytu), (b) to the extent that Aytu so assumes prosecution or maintenance of such Patent and to the extent required or useful for Aytu to initiate or maintain a lawsuit or dispute with respect thereto, Acerus agrees (at Aytu’s cost and expense for Acerus’ reasonable out of pocket costs and expenses agreed to in advance by Aytu) to (i) be named as a party to any lawsuit or other dispute with any Person regarding such Patent, (ii) exercise on behalf of Aytu Acerus’ rights under any applicable agreement regarding the applicable Patent, and (c) it shall not exercise any rights in relation to (including any rights to assert or defend) such patent application or patent shall cease Patent without Aytu’s prior written consent, such consent to be included granted or withheld in Aytu’s sole discretion. Aytu shall list Acerus Patents applicable to Product on the Licensed Patents or Program Patentspackaging therefor, as applicable, under this Agreementsubject in all respects to all applicable laws and Regulatory Requirements.

Patent Prosecution and Maintenance. (a) Company RiboGene shall have maintain the sole responsibility RiboGene Patents during the term of this Agreement. The costs of such maintenance shall be part of Allowable Expenses until Robe▇▇▇ ▇▇▇ exercised its option pursuant to fileSection 4.2, prosecute and maintain all patent applications and patents included in the Licensed Patents and the Program Patents. If requested whereafter such costs shall be borne by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to CompanyRobe▇▇▇. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall Robe▇▇▇ ▇▇▇ll be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent prosecuting applications for Collaboration Patents and patents included for maintaining Collaboration Patents owned solely by either party or jointly by the parties in the Licensed Territory. Robe▇▇▇ ▇▇▇ll consult with RiboGene as to the selection of countries in which to file applications for such Collaboration Patents. Robe▇▇▇ ▇▇▇ll be responsible for bearing the cost of filing and prosecuting applications for Collaboration Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included maintaining Collaboration Patents in the Licensed Patents or the Program PatentsTerritory. In the event Company declines that Robe▇▇▇ ▇▇▇ides not to proceed with prosecuting an application for a Collaboration Patent, it shall give RiboGene [ * ] notice before any relevant deadline, and RiboGene shall have the right to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain prosecution of such patent application or maintenance of such patent, and such patent application shall be excluded from the licenses granted herein or patent shall cease to be included in the Licensed License Agreement. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Each party agrees to cooperate with the other and take all reasonable additional actions and execute such agreements, instruments, and documents as may be reasonably required to prosecute patent applications as provided in this section, and to perfect the other's ownership interest in Collaboration Patents or Program Patentsas allocated in Article 3, as applicableincluding, under this Agreementwithout limitation, the execution of necessary and appropriate instruments of assignment.

Patent Prosecution and Maintenance. (a) Company 6.1 IDDS shall have the sole responsibility to file, diligently prosecute and maintain all the Patent Rights, including, but not limited to, the filing of patent applications and patents included in the Licensed Patents and the Program Patents. If requested by Company and subject to Licensor’s agreementwhich may be required, Licensor will file, prosecute and maintain all utilizing such patent applications counsel chosen by IDDS but who shall be reasonably acceptable to Shimoda and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease Farmarc. IDDS agrees to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review keep Shimoda and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will Farmarc reasonably consider Licensor’s comments well informed with respect to the status and progress of any such drafts. (c) Company applications, prosecutions and maintenance activities and shall be responsible for all costsconsult in good faith with Shimoda and Farmarc with respect thereto. Each of Shimoda, fees Farmarc and expenses incurred from IDDS agree to provide reasonable cooperation to each other to facilitate the application and after the Effective Date prosecution of patents pursuant to this Agreement. Other than in connection with the filing and prosecution of all Paragraph 6.2 herein, IDDS shall reimburse Shimoda and/or Farmarc or pay patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice counsel directly for all Third Party costs, fees and future reasonable out-of-pocket expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the preparation, filing, prosecution and maintenance of Patent Prosecution Services. [***]Rights within sixty (60) days from receipt by IDDS of appropriate documentation of such expenses by Shimoda or Farmarc. (d) Company agrees 6.2 IDDS may, in its discretion, elect to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of abandon any patent applications or patents included in issued patent comprising the Licensed Patents Patent; Rights. Prior to any such abandonment, IDDS shall give Shimoda or Farmarc, as licensor as the Program Patentscase may be, at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, Shimoda or Farmarc shall have the event Company declines right, but not the obligation, to pursue, commence or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, continue such prosecution or maintenance of and to maintain any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, such Patent Rights under its own control and at its own expense. IDDS agrees to cooperate in such activities, continue including execution of any assignments or other documents necessary to prosecute or maintain enable Shimoda and Farmarc to obtain and retain sole ownership and control of such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) Company INmune shall have be responsible, at its sole expense, for the sole responsibility to file, prosecute Prosecution and maintain all patent applications and patents included in Maintenance of the Licensed Patents Patent Rights and the Program PatentsProduct Patent Rights using patent counsel selected by INmune and reasonably acceptable to Xencor. If requested by Company INmune shall consult with, and subject consider in good faith the requests and suggestions of, Xencor as to Licensor’s agreement, Licensor will file, prosecute the Prosecution and maintain all such patent applications Maintenance of the Licensed Patent Rights and patents (the “Product Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, Rights reasonably prior to filing prosecution documents any deadline or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection action with the filing applicable patent office and prosecution shall furnish to Xencor copies of all patent applications and patents included relevant documents reasonably in the Licensed Patents and the Program Patentsadvance of such consultation. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees Prior to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, abandoning prosecution or maintenance of any Licensed Patent Rights or the Product Patent Rights, INmune shall promptly notify Xencor thereof (which notice shall, in any event, be given no later than 60 days prior to the next deadline for any action that may be taken with respect to such Licensed Patent Rights or Product Patent Rights with the applicable patent applications office) and Xencor shall thereafter have the right to exercise all of INmune’s rights with respect to the Prosecution and Maintenance of such abandoned Licensed Patent Rights or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patentProduct Patent Rights, and INmune agrees to cooperate fully with Xencor, and to provide Xencor with such patent application information as Xencor reasonably requests, to facilitate Xencor’s Prosecution and Maintenance of the such Licensed Patent Rights or patent Product Patent Rights. For purposes of this Section 6.2, “Prosecution and Maintenance” and “Prosecute and Maintain” shall cease mean, with respect to be included in Patent Rights, the Licensed Patents or Program Patentspreparing, as applicablefiling, under this Agreementprosecuting and maintenance of such Patent Rights, together with the conduct of interferences, the defense of oppositions and other similar proceedings with respect to the particular Patent Rights.

Patent Prosecution and Maintenance. 7.1 Upon receipt of appropriate documentation of expenses, the Company shall pay to the Licensor the approximate amount of * dollars ($*), payable over a six (6) month period upon the earlier to occur of (a) receipt by the Company of the N.C.I. Clinical Data and pre-clinical data or (b) the date that is six (6) months from the Effective Date, for all reasonable out-of-pocket expenses that the Licensor has incurred in connection with the preparation, filing, prosecution and maintenance of the Patent Rights prior to the execution of this Agreement. Subject to the provisions of Article 7.3 hereof, the Company shall continue to reimburse the Licensor for all such future * This material has been omitted pursuant to a request for confidential treatment. The material has been filed with the Securities and Exchange Commission. reasonable out-of-pocket expenses within sixty (60) days from receipt by the Company of appropriate documentation of such expenses by the Licensor. 7.2 The Licensor shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications which may be required or desirable pursuant to and/or arising out of Sponsored Research, utilizing ▇▇▇▇▇▇ & ▇▇▇▇▇▇ as patent counsel or such other patent counsel in the future which may be mutually agreed upon by the parties hereto. The Licensor agrees to keep the Company well informed with respect to the status and progress of any such applications, prosecutions and maintenance activities and to consult in good faith with the Company and take into account the Company's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Agreement or arising out of any Sponsored Research. 7.3 The Licensor may, in its discretion, elect to abandon any patent applications or issued patent comprising the Patent Rights, in which case the Company shall have no further royalty obligation to the Licensor in respect of any Licensed Products and Licensed Processes the manufacture, use or sale of which are covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Licensor shall give the Company at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Company shall have the sole responsibility right, but not the obligation, to file, prosecute commence or continue such prosecution and to maintain all patent applications any such Patent Rights under its own control and patents included in the Licensed Patents at its expense and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (then have no royalty or its designee) with an opportunity other obligation to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with respect of any Licensed Products and Licensed Processes, the manufacture, use or sale of which is covered by an issued claim of such Patent Prosecution Services; other than Third Party costs, Rights. The Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor cooperate in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance such activities including execution of any patent applications assignments or patents included in other documents necessary to enable the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance obtain and retain sole ownership and control of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) Company Except as provided below and in Section 9.4, Acerus shall have the sole responsibility right and obligation to file, prosecute and maintain all patent applications and patents included the Acerus Patents in the Licensed Patents and Territory, to the Program extent it has the rights to do so. On the reasonable request of Acerus, Aytu shall cooperate, in all reasonable ways, in connection with the prosecution of the Acerus Patents. Should Acerus decide that it is no longer interested in maintaining or prosecuting a particular Acerus Patent in the Territory in respect of which it has the rights to so maintain and prosecute, Aytu may assume such prosecution and maintenance in the Territory at its sole expense. If requested Aytu assumes prosecution or maintenance of any Acerus Patent in respect of which Acerus has the right to prosecute or maintain pursuant to the immediately preceding sentence, then : (a) Acerus shall not so abandon or fail to prosecute or maintain such Patent if Aytu advises Acerus within ten (10) Business Days of notice of Acerus’ intention to abandon or not prosecute or maintain the applicable Acerus Patent, that Aytu desires to assume prosecution or maintenance of the applicable Acerus Patent in Acerus’ name at Aytu’s expense, in which case Aytu shall have the right, but not the obligation to do so (and, for greater certainty, Acerus shall be under no obligation to assign the applicable Acerus Patent to Aytu), (b) to the extent that Aytu so assumes prosecution or maintenance of such Patent and to the extent required or useful for Aytu to initiate or maintain a lawsuit or dispute with respect thereto, Acerus agrees (at Aytu’s cost and expense for Acerus’ reasonable out of pocket costs and expenses agreed to in advance by Company Aytu) to (i) be named as a party to any lawsuit or other dispute with any Person regarding such Patent, (ii) exercise on behalf of Aytu Acerus’ rights under any applicable agreement regarding the applicable Patent, and (c) it shall not exercise any rights in relation to (including any rights to assert or defend) such Patent without Aytu’s prior written consent, such consent to be granted or withheld in Aytu’s sole discretion. Aytu shall list Acerus Patents applicable to Product on the packaging therefor, subject in all respects to Licensor’s agreement, Licensor will file, prosecute all applicable laws and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to CompanyRegulatory Requirements. (b) To Except as provided below and in Section 9.4, Aytu shall have the extent Licensor is sole right but not providing the Patent Prosecution Services, Company shall provide Licensor (obligation to prosecute and maintain any patents or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts applications comprising a part of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such draftsAytu Intellectual Property in the Territory. (c) Company shall be responsible for all costs, fees and expenses incurred from and after Within six months of the Effective Date in connection with (or such other time as the filing Parties may agree), for each patent and prosecution patent application that is part of the Acerus Patents, Acerus shall execute and record at the United States Patent and Trademark Office or use commercially reasonable efforts to cause its affiliates or licensors to execute and record as required, all assignments and other documents relating to ownership and use interests such as license agreements, to evidence the complete change of title from the inventors to the current assignee and Acerus’ exclusive rights licensed from the current assignee. For avoidance of doubt, Acerus shall ensure, at a minimum, that assignments of all patents listed in the Orange Book for NATESTO® and all patents and patent applications and patents included listed in the Licensed Patents and the Program Patents. To the extent Licensor is providing Schedule 1.8, including those that are continuations-in-part of the Patent Prosecution ServicesApplication No. 10/772,964, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees are executed and expenses incurred by Licensor in connection with recorded at the United States Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]and Trademark Office. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this Agreement.

Patent Prosecution and Maintenance. (a) 6.1 Following the Effective Date, the Company shall have the sole responsibility to file, diligently prosecute and maintain all the Patent Rights as set forth in Exhibit C hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications which may be required. The Company agrees to keep Licensor reasonably well informed with respect to the status and patents included in the Licensed Patents progress of any such applications, prosecutions and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy maintenance activities including and to consult in good faith with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider take into account Licensor’s comments and requests with respect thereto. Both parties agree to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after provide reasonable cooperation to each other to facilitate the Effective Date in connection with the filing application and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]pursuant to this Agreement. (d) 6.2 The Company agrees may, in its discretion, elect to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of abandon any patent applications or patents included issued patent in the Patent Rights, in which case the Company shall have no further royalty obligation to Licensor in respect of any Licensed Patents Products and Licensed Processes the manufacture, use or sale of which is covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Program PatentsCompany shall give Licensor at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, Licensor shall have the event right, but not the obligation, to commence or continue such prosecution and to maintain any such Patent Rights under its own control and at its expense and the Company declines shall then have no royalty or other obligation to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with Licensor in respect toof any Licensed Products and Licensed Processes, the filingmanufacture, prosecution use or maintenance sale of which is covered by an issued claim of such Patent Rights. The Company agrees to cooperate in such activities including execution of any patent applications assignments or patents included in the Licensed Patents or Program Patents, other documents necessary to enable Licensor may, at its own expense, continue to prosecute or maintain obtain and retain sole ownership and control of such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) 6.1 Following the Effective Date, at the Company’s expense and providing Licensor has received the Patent Fee, the Company shall have the sole responsibility to file, diligently prosecute and maintain all the Patent Rights set forth in Exhibit A hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications which may be required. The Company agrees to keep Licensor reasonably well informed with respect to the status and patents included in the Licensed Patents progress of any such applications, prosecutions and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy maintenance activities and to consult in good faith with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider take into account Licensor’s comments and requests with respect thereto. Both parties agree to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after provide reasonable cooperation to each other to facilitate the Effective Date in connection with the filing application and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]pursuant to this Agreement. (d) 6.2 The Company agrees may, in its discretion, elect to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of abandon any patent applications or issued patent in the Patent Rights. Prior to any such abandonment, the Company shall give Licensor at least sixty- (60) days notice and a reasonable opportunity to take over prosecution of such patent or patent application. In such event, Licensor shall have the right, but not the obligation, to commence or continue such prosecution and to maintain any such patent or patent obligation under its own control and at its expense in which case the license to Company to such patent or patent application in such jurisdiction will terminate. The Company agrees to cooperate in such activities including execution of any assignments or other documents necessary to enable Licensor to obtain and retain sole ownership and control of such patents or patent applications. 6.3 Licensor hereby authorizes the Company (a) to include in any NDA for a Licensed Product, as the Company may deem appropriate under the Federal Food, Drug and Cosmetic Act (the “Act”), a list of patents included in among the Licensed Patents that relate to such Licensed Product and such other information as the Company in its reasonable discretion believes is appropriate to be filed pursuant to the Act; (b) to commence suit for any infringement of the Licensed Patents under §271(e) of Title 35 of the United States Code occasioned by the submission by a third party of an IND, an Abbreviated New Drug Application (as that term is defined in the Act ) for a Licensed Product pursuant to §505(j) of the Act or an NDA for a Licensed Product pursuant to §505(b)(2) of the Program Act; and (c) to exercise any rights that may be exercisable by Licensor as patent owner under the Act to apply for an extension of the term of any patent included among the Licensed Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, that applicable law in any other country of the filing, prosecution or maintenance Territory hereafter provides for the extension of the term of any patent applications or patents included in among the Licensed Patents in such country, upon request by and at the expense of the Licensee, the Licensor shall use commercially reasonable efforts to obtain such extension or, in lieu thereof, shall authorize the Company or, if requested by the Company or Program Patentsits sublicensees to apply for such extension, Licensor mayin consultation with Licensor. 6.4 Licensor, at its own the Company’s expense, continue agrees to prosecute reasonably cooperate with the Company or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patentsits sublicensees, as applicable, in the exercise of the authorization granted herein or which may be granted pursuant to this Article 6 and will execute such documents and take such additional actions as the Company may reasonably request in connection therewith, including, if necessary, permitting itself to be joined as a proper party in any suit for infringement brought by the Company under this AgreementSection 6.2 and/or Section 6.3 above.

Patent Prosecution and Maintenance. Except as otherwise provided in this Section 7.3, each Party shall direct the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering its Sole Inventions. (a) Company Rigel shall direct the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Rigel Patents. Rigel shall consult with Pfizer in connection with the continued prosecution and maintenance by Rigel of the patents under Rigel Patents to the extent they are directed to the rights licensed to Pfizer under this Agreement, including, in particular (but without limitation) as described in subsections (i) — (iii) below. Rigel shall not abandon any such Rigel Patents without at least sixty (60) days’ prior notice to Pfizer. If Rigel decides to abandon any such Rigel Patents, Pfizer shall have the sole responsibility option to continue the prosecution and maintenance of such patents and related applications at its expense. (i) Rigel will provide Pfizer with copies of all correspondence with the U.S. Patent and Trademark Office or its foreign counterparts pertaining to prosecution of Rigel Patents to the extent they are directed to the rights licensed to Pfizer under this Agreement, and as to which Pfizer has a license under this Agreement, reasonably in advance of any relevant filing deadline or intended filing date for Pfizer to review and comment thereon, and to incorporate, absent a substantial reason to the contrary, Pfizer’s comments on such filing before submitting such filing to the relevant patent authority, and to provide Pfizer with a copy of all material notices received from a patent authority with respect thereto; (ii) Upon Pfizer’s written request, and provided Pfizer provides such written request reasonably in advance of any relevant filing deadline or intended filing date, Rigel will file patent applications (including continuations, divisionals and continuations in part) directed to the rights licensed to Pfizer under this Agreement, including but not limited to separate applications in the United States for the purpose of obtaining ▇▇▇▇▇-▇▇▇▇▇▇ extensions, and Pfizer shall bear the costs associated with filing, prosecuting and maintaining such patent applications; and (iii) Rigel shall notify Pfizer at least 90 days prior to the deadline for entering into national phase with respect to any PCT application included in the Rigel Patents. Rigel shall file, prosecute and maintain such patent applications in each of the countries set forth on Schedule 7.3(a)(iii) (the “Rigel Country List”), unless otherwise consented to in writing by Pfizer. Pfizer shall reimburse Rigel for [ * ] of the costs Rigel incurs after the Effective Date associated with the filing, prosecuting and maintaining of patent applications covering rights licensed to Pfizer under this Agreement for those countries set forth on the Rigel Country List, provided, however, that the total costs borne by Pfizer associated with such patent applications in countries on the Rigel Country List shall not exceed [ * ]. No later than 60 days prior to said entry into national phase, Pfizer shall provide Rigel with a list of additional countries, if any, in which Pfizer would like Rigel to file or designate, as applicable, such patent applications. Rigel shall file international patent applications, or designate for national filing and file, in all such countries requested by Pfizer, and Pfizer shall reimburse Rigel for all costs incurred in connection with filing, prosecuting and maintaining such patent applications and related patents included in the Licensed Patents countries specified by Pfizer. (iv) Pfizer shall reimburse Rigel for the costs Rigel incurred prior to the Effective Date associated with the filing, prosecuting and maintaining patent applications directed towards Compounds that were filed in the Program Patentscountries set forth in Schedule 7.3(a)(iv). If requested by Company and subject Such costs shall be set forth in the first quarterly reimbursement invoice submitted to Licensor’s agreement, Licensor will Pfizer pursuant to Section 7.9. Rigel shall file, prosecute and maintain all such patent applications in each of the countries set forth on Schedule 7.3(a)(iv), unless otherwise consented to in writing by Pfizer. Pfizer shall reimburse Rigel for all of the costs Rigel incurs after the Effective Date associated with the filing, prosecuting and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease maintaining of patent applications covering rights licensed to provide the Patent Prosecution Services by written notice to CompanyPfizer under this Agreement for those countries set forth on Schedule 7.3(a)(iv). (b) To Pfizer shall direct the extent Licensor is filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Pfizer Patents and all Patents for Joint Inventions. Pfizer shall consult with Rigel in connection with the continued prosecution and maintenance by Pfizer of the Patents for Joint Inventions (the “Joint Patents”). Pfizer shall not providing abandon any such Joint Patents without at least sixty (60) days’ prior notice to Rigel. If Pfizer decides to abandon any such Joint Patents, Rigel shall have the option to continue the prosecution and maintenance of such patents and related applications at its expense. Pfizer will provide Rigel with copies of all correspondence with the U.S. Patent Prosecution Services, Company shall provide Licensor (and Trademark Office or its designee) with an opportunity foreign counterparts pertaining to prosecution of Joint Patents, reasonably in advance of any relevant filing deadline or intended filing date for Rigel to review and discuss with Company prosecution strategy comment thereon, and to consult with Company on incorporate, absent a substantial reason to the content of patent filings. Specificallycontrary, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment Rigel’s comments on such drafts. Company will reasonably consider Licensor’s comments filing before submitting such filing to the relevant patent authority, and to provide Rigel with a copy of all material notices received from a patent authority with respect to such draftsthereto. (c) Company The Party that, pursuant to this Section 7.3, directs the filing, prosecution and maintenance of a particular Patent shall be responsible bear all expenses associated with such activities, unless expressly provided for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]otherwise herein. (d) Company agrees Each Party shall cooperate with the other and take all reasonable additional actions and execute such agreements, instruments and documents as may be reasonably required to notify Licensor perfect the other’s ownership interest in writing accordance with the intent of this Agreement including, without limitation, the execution of necessary and appropriate instruments of assignment to achieve such joint ownership as set forth in Section 7.1 and the provision, on a timely manner if it does not desire reasonable basis, of its employees, agents, consultants and independent contractors to support the continued other Party (or to the other Party’s authorized attorneys, agents or representatives), to the extent reasonably necessary to enable the prosecuting Party to undertake Patent prosecution or appeals or maintenance of any patent applications or patents included for Joint Inventions as provided in the Licensed Patents or the Program Patentsthis Agreement. In addition, Rigel agrees that it will, and will cause its Affiliates to, (i) execute and file those notices and other filings as Pfizer shall request be made, from time to time with the event Company declines to pursue, United States Patent and Trademark Office (or does not, within [***] days following written request from Licensor, take reasonably requested action any successor agency) with respect to, to the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, rights granted under this Agreement, (ii) maintain at all times during the term of this Agreement the Rigel Patents free and clear of any and all mortgages, liens, pledges and security interests, and (iii) as a condition to any transfer of any such Rigel Patents, any such transferee shall be obligated to perform all of Rigel’s obligations under this Agreement with respect to the transferred Patents.

Patent Prosecution and Maintenance. 7.1 Upon receipt of appropriate documentation of expenses, the Company shall pay to the Licensor the approximate amount of Two Hundred Thousand dollars ($200,000), payable over a six (6) month period upon the earlier to occur of (a) receipt by the Company of the N.C.I. Clinical Data and pre-clinical data or (b) the date that is six (6) months from the Effective Date, for all reasonable out-of-pocket expenses that the Licensor has incurred in connection with the preparation, filing, prosecution and maintenance of the Patent Rights prior to the execution of this Agreement. Subject to the provisions of Article 7.3 hereof, the Company shall continue to reimburse the Licensor for all such future reasonable out-of-pocket expenses within sixty (60) days from receipt by the Company of appropriate documentation of such expenses by the Licensor. 7.2 The Licensor shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications which may be required or desirable pursuant to and/or arising out of Sponsored Research, utilizing ▇▇▇▇▇▇ & ▇▇▇▇▇▇ as patent counsel or such other patent counsel in the future which may be mutually agreed upon by the parties hereto. The Licensor agrees to keep the Company well informed with respect to the status and progress of any such applications, prosecutions and maintenance activities and to consult in good faith with the Company and take into account the Company's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Agreement or arising out of any Sponsored Research. 7.3 The Licensor may, in its discretion, elect to abandon any patent applications or issued patent comprising the Patent Rights, in which case the Company shall have no further royalty obligation to the Licensor in respect of any Licensed Products and Licensed Processes the manufacture, use or sale of which are covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Licensor shall give the Company at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Company shall have the sole responsibility right, but not the obligation, to file, prosecute commence or continue such prosecution and to maintain all patent applications any such Patent Rights under its own control and patents included in the Licensed Patents at its expense and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (then have no royalty or its designee) with an opportunity other obligation to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with respect of any Licensed Products and Licensed Processes, the manufacture, use or sale of which is covered by an issued claim of such Patent Prosecution Services; other than Third Party costs, Rights. The Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor cooperate in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance such activities including execution of any patent applications assignments or patents included in other documents necessary to enable the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance obtain and retain sole ownership and control of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) 6.1 The Company shall have the sole responsibility to file, diligently prosecute and maintain all patent applications and patents the intellectual property included in the Licensed Patents PTH Patent Rights and Improvements including, but not limited to, the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such filing of patent applications which may be required or desirable. The Company agrees to keep IGI reasonably well informed with respect to the status and patents (the “Patent Prosecution Services”) as directed by Companyprogress of any such applications, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review prosecutions and discuss with Company prosecution strategy maintenance activities including and to consult in good faith with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing IGI and comment on such drafts. Company will reasonably consider Licensor’s take into account IGI's comments and requests with respect thereto. Both Parties agree to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after provide reasonable cooperation to each other to facilitate the Effective Date in connection with the filing application and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]pursuant to this Agreement. (d) 6.2 The Company agrees may, in its discretion, elect to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of abandon any patent applications or patents included issued patent comprising the PTH Patent Rights, in which case the Company shall have no further royalty obligation to IGI in respect of any Licensed Patents Products the manufacture, use or sale of which is covered by an issued claim of such abandoned PTH Patent Rights. Prior to any such abandonment, the Program PatentsCompany shall give IGI at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such PTH Patent Rights. In such event, IGI shall have the event right, but not the obligation, to commence or continue such prosecution and to maintain any such PTH Patent Rights under its own control and at its expense and the Company declines shall then have no royalty or other obligation to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with IGI in respect toof any Licensed Products, the filingmanufacture, prosecution use or maintenance sale of which is covered by an issued claim of such PTH Patent Rights. The Company agrees to cooperate in such activities including execution of any patent applications assignments or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue other documents necessary to prosecute or maintain enable IGI to obtain and retain sole ownership and control of such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPTH Patent Rights.

Patent Prosecution and Maintenance. (a) 6.1 The Company shall have the sole responsibility to file, diligently prosecute and maintain all the Patent Rights as set forth in Exhibit A hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications which may be required. The Company agrees to keep Licensor reasonably well informed with respect to the status and patents included progress of any such applications, prosecutions and maintenance activities and to consult in good faith with Licensor and take into account Licensor’s comments and requests with respect thereto. The Company will provide Licensor, under confidentiality, with copies of all filings covering products incorporating the Licensed Patents and the Program PatentsTechnology. If requested by Company shall ensure that Licensor is simultaneously copied with Company on all communication from patent counsel, including attachments related to Patent Rights between Company and subject to Licensor’s agreement, patent counsel. The Licensor will file, prosecute and maintain all such patent applications and patents (shall be given the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy comment upon the breadth and to consult with Company on the content coverage of patent filings. Specifically, prior to filing prosecution documents or new said patent applications, and patent counsel chosen by the Company will give and approved by Licensor, such approval not to be unreasonably withheld, shall use all due care to address and incorporate any comments offered by the Licensor. In addition, Licensor (or shall have the right to designate its designee) own separate counsel, at least [***] days Licensor’s expense, to review drafts of the foregoing and comment on such draftsupon the prosecution and drafting of any applications, prosecution or maintenance documents and said comments shall also be given due consideration. Company will reasonably consider Licensor’s comments with respect Both parties agree to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after provide reasonable cooperation to each other to facilitate the Effective Date in connection with the filing application and prosecution of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]pursuant to this Agreement. (d) 6.2 The Company agrees may, in its discretion, elect to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of abandon any patent applications or patents included issued patent in the Patent Rights, in which case the Company shall have no further royalty obligation to Licensor in respect of any Licensed Patents Products and Licensed Processes, the manufacture, use or sale of which is covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Program PatentsCompany shall give Licensor at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, Licensor shall have the event right, but not the obligation, to commence or continue such prosecution and to maintain any such Patent Rights under its own control and at its expense and the Company declines shall then have no royalty or other obligation to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with Licensor in respect toof any Licensed Products and Licensed Processes, the filingmanufacture, prosecution use or maintenance sale of which is covered by an issued claim of such Patent Rights. The Company agrees to cooperate in such activities including execution of any patent applications assignments or patents included in the Licensed Patents or Program Patents, other documents necessary to enable Licensor may, at its own expense, continue to prosecute or maintain obtain and retain sole ownership and control of such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent Rights.

Patent Prosecution and Maintenance. (a) Company Except as provided below, Acerus shall have the sole responsibility right and obligation to file, prosecute and maintain all patent applications and patents included the Acerus Patents in the Licensed Patents and the Program Patents. If requested by Company and subject Territory, to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing it has the Patent Prosecution Servicesrights to do so. On the reasonable request of Acerus, Company Aytu shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specificallycooperate, prior to filing prosecution documents or new patent applicationsin all reasonable ways, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included the Acerus Patents. Should Acerus decide that it is no longer interested in maintaining or prosecuting a particular Acerus Patent in the Licensed Patents Territory in respect of which it has the rights to so maintain and the Program Patents. To the extent Licensor is providing the Patent Prosecution Servicesprosecute, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees Aytu may assume such prosecution and expenses incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program PatentsTerritory at its sole expense. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, If Aytu assumes prosecution or maintenance of any patent applications Acerus Patent in respect of which Acerus has the right to prosecute or patents included in maintain pursuant to the Licensed Patents immediately preceding sentence, then: (a) Acerus shall not so abandon or Program Patents, Licensor may, at its own expense, continue fail to prosecute or maintain such application Patent if Aytu advises Acerus within ten (10) Business Days of notice of Acerus’ intention to abandon or patentnot prosecute or maintain the applicable Acerus Patent, that Aytu desires to assume prosecution or maintenance of the applicable Acerus Patent in Acerus’ name at Aytu’s expense, in which case Aytu shall have the right, but not the obligation to do so (and, for greater certainty, Acerus shall be under no obligation to assign the applicable Acerus Patent to Aytu), (b) to the extent that Aytu so assumes prosecution or maintenance of such Patent and to the extent required or useful for Aytu to initiate or maintain a lawsuit or dispute with respect thereto, Acerus agrees (at Aytu’s cost and expense for Acerus’ reasonable out of pocket costs and expenses agreed to in advance by Aytu) to (i) be named as a party to any lawsuit or other dispute with any Person regarding such Patent, (ii) exercise on behalf of Aytu Acerus’ rights under any applicable agreement regarding the applicable Patent, and (c) it shall not exercise any rights in relation to (including any rights to assert or defend) such patent application or patent shall cease Patent without Aytu’s prior written consent, such consent to be included granted or withheld in Aytu’s sole discretion. Aytu shall list Acerus Patents applicable to Product on the Licensed Patents or Program Patentspackaging therefor, as applicable, under this Agreementsubject in all respects to all applicable laws and Regulatory Requirements.

Patent Prosecution and Maintenance. (aCertain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. Subject to DURECT’s right to abandon or to elect not to apply for such Patents as set forth in this Section 12.1(a) Company shall have the below, DURECT shall, at its sole responsibility to expense and discretion, prepare, file, prosecute prosecute, defend and maintain all patent applications and patents included Patents in the Licensed Patents and the Program Patents. If requested by Company and subject to Licensor’s agreement, Licensor will file, prosecute and maintain all such patent applications and patents (the “Patent Prosecution Services”) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company will give Licensor (or its designee) at least [***] days to review drafts of the foregoing and comment on such drafts. Company will reasonably consider Licensor’s comments Territory with respect to the DURECT Patent Rights and the DURECT Technology, which are owned by DURECT. DURECT will consult with PTI and its patent counsel regarding all such drafts. matters relating to such Patents which cover any Licensed Product in the Territory or arise out of the performance of activities under this Agreement and will take into account in good faith PTI’s reasonable requests and comments in order to obtain the maximum patent protection reasonably obtainable for the Licensed Product. DURECT will have the right, in its sole discretion, in good faith, to abandon any Patent in any country or to elect not to apply for a Patent in any country; provided, however that with respect to any Patent which covers any Licensed Product in the Territory or arise out of the performance of activities under this Agreement (ci) Company DURECT shall give PTI timely notice in advance of any abandonment of such Patent and (ii) and if PTI timely notifies DURECT that PTI desires such Patent to be responsible for all costsmaintained, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution then DURECT shall maintain such Patent subject to PTI’s reimbursement to DURECT of all patent applications and patents included in the Licensed Patents and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses reasonable out-of-pocket costs incurred by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company DURECT for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications such Patent and PTI may deduct such maintenance costs from royalties due on Net Sales under Article IX in such country or patents included in the Licensed Patents or the Program Patents. In the event Company declines Territory as applicable to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action with respect to, the filing, prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this AgreementPatent.

Patent Prosecution and Maintenance. (a) Company LICENSOR shall have full control over prosecution and maintenance of the PATENTS. [***] costs of such prosecution and maintenance [***]; provided, however, that in the event any of such costs are [***]. LICENSOR shall deliver to LICENSEE copies of all patent applications, amendments, material related correspondence, and other material related matters for all LICENSOR PATENTS within a reasonable period of time after such items are received by or reported to LICENSOR. LICENSOR shall take into consideration any comments or suggestions made by LICENSEE with respect to such prosecution and maintenance, but final decisions shall reside with LICENSOR. LICENSOR shall file foreign patent applications in those countries reasonably requested by LICENSEE or such other countries as LICENSOR may deem necessary and desirable. If LICENSOR elects not to file a patent application in a country in which LICENSEE has requested LICENSOR to file an application, within 120 days after such request or 30 days prior to the expiration of the statutory deadline for filing, then LICENSEE shall be free to do so at its expense; provided, however, that (i) while LICENSEE shall be the sole responsibility to file, prosecute and maintain all owner of any such patent applications filed by LICENSEE and any patents included in the Licensed Patents and the Program Patents. If requested by Company and subject to Licensor’s agreementissuing thereon, Licensor will file, prosecute and maintain all such patent applications and patents shall be included within the definition of PATENTS hereunder, and any LICENSED PRODUCTS sold in such countries shall be subject to the royalty obligations of this License Agreement and (the “Patent Prosecution Services”ii) as directed by Company, provided Licensor may at any time cease to provide the Patent Prosecution Services by written notice to Company. (b) To the extent Licensor is not providing the Patent Prosecution Services, Company shall provide Licensor (or its designee) with an opportunity to review and discuss with Company prosecution strategy and to consult with Company on the content of patent filings. Specifically, prior to filing prosecution documents or new patent applications, Company LICENSEE will give Licensor (or its designee) at least [***] days to review drafts keep LICENSOR advised of the foregoing status of such prosecution and comment on such drafts. Company will reasonably consider Licensor’s comments maintenance by providing LICENSOR with copies of all official communications with respect to such drafts. (c) Company shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of all patent applications and patents included in the Licensed Patents patents, and the Program Patents. To the extent Licensor is providing the Patent Prosecution Services, Company will reimburse Licensor within [***] days of receipt of invoice for all Third Party costs, fees and expenses incurred LICENSEE shall take into consideration any comments or suggestions made by Licensor in connection with the Patent Prosecution Services; other than Third Party costs, Licensor will not charge Company for the Patent Prosecution Services. [***]. (d) Company agrees to notify Licensor in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any patent applications or patents included in the Licensed Patents or the Program Patents. In the event Company declines to pursue, or does not, within [***] days following written request from Licensor, take reasonably requested action LICENSOR with respect to, the filing, to such prosecution or maintenance of any patent applications or patents included in the Licensed Patents or Program Patents, Licensor may, at its own expense, continue to prosecute or maintain such application or patent, and such patent application or patent shall cease to be included in the Licensed Patents or Program Patents, as applicable, under this Agreementmaintenance.