Common use of PATENT PROTECTION Clause in Contracts

PATENT PROTECTION. 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. LICENSEE 10.1 After the EFFECTIVE DATE, Biohaven shall be responsible for any and all past, present and future on-going costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENT RIGHTS. Any Upon the EFFECTIVE DATE, any and all such United States and foreign territory patent applications, and resulting issued patents, patents shall remain become the property of YALEBiohaven. 10.2. LICENSEE 10.2 After the EFFECTIVE DATE, Biohaven shall be responsible for all past, present and future ongoing costs and strategies of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS PATENT RIGHTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALETERRITORY. 10.3. 10.3 If LICENSEE Biohaven does not agree intend to pay the expenses of filing, prosecuting or maintaining a given patent application or a given patent in any country outside including the United States, or fails to pay the expenses of filing, prosecuting or maintaining a given patent application or patent in the United States, then the LICENSE with respect Biohaven shall give ALS prompt written notice of such abandonment pursuant to Section 4.3 hereof unless it determines in good faith that such patent application or patent shall terminate automatically with respect to that countrywould not be in its best interest. 10.4. 10.4 The costs mentioned in Sections Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment ALS shall use its REASONABLE COMMERCIAL EFFORTS to provide Biohaven with a schedule of such costs shall be madeproposed patent filings, at YALE’s option, either directly to including jurisdictions and instruct patent counsel or to provide fee estimates for review by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENTBiohaven. 10.5. 10.5 All patent applications under the LICENSED PATENTS PATENT RIGHTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEEBiohaven. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE Biohaven shall instruct its patent counsel to keep YALEALS, LICENSEE FCCDC and LICENSEE’s patent counsel, if any, Biohaven fully informed of the progress of all patent applications and patents, and to give both YALE ALS, FCCDC and LICENSEE Biohaven reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenancedisclosures. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE ALS shall have no liability to LICENSEE Biohaven for damages, ; whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE 10.6 Biohaven shall ▇▇▇▇, and shall require SUBLICENSEES its AFFILIATES and LICENSEES to ▇▇▇▇, all LICENSED PATENT PRODUCTS that are tangible products, with the numbers of all patents included in LICENSED PATENTS PATENT RIGHTS that cover the PRODUCTS IN CLASSPATENT PRODUCTS. Without limiting the foregoing, all PATENT PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PATENT PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2. 10.2 LICENSEE shall be responsible for all past, present and future ongoing costs of filing, prosecution and maintenance of all foreign patent applications, applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to in good faith together with LICENSEE, in each case that are incurred by LICENSEEYALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3. If 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then the LICENSE LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent shall terminate automatically with respect to in that country. 10.4. 10.4 The costs mentioned in Sections Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day [***] period, LICENSEE shall be charged a five percent (5%) responsible for any surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENTArticle 13.1(b). 10.5. 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures disclosures, and other matters including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in the course of patent prosecution and maintenancegood faith. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.6 LICENSEE shall ▇▇▇▇, and shall require AFFILIATES and SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.15.1 Each Party shall have the right, in its sole discretion, to file one or more patent applications claiming its Sole Foreground Technology. LICENSEE Any such application and Patent Rights deriving therefrom shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all owned by such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3Party. If LICENSEE does a Member or BioAmber decides not agree to pay the expenses of filing, prosecuting or maintaining file a patent application claiming all or patent in any country outside part of its Collaboration Technology, it shall inform the United Statesother Parties, or fails to pay and the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as LLC may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding expense file prosecute issue or maintain such patent matters. YALE application(s); however, in that event such Member or BioAmber, as the case may be, will continue to own such Collaboration Technology and the Patent Rights claiming all or any part of such Collaboration Technology. 5.2 If requested to do so, the other Parties shall instruct its patent counsel to keep YALEprovide any reasonable assistance requested by the filing Party for the preparation, LICENSEE filing and LICENSEE’s patent counsel, if any, fully informed prosecution of the progress of all any patent applications and patentsentitled to be filed by such Party under this Agreement, and the enforcement of any patents that may issue therefrom, including the execution of inventorship declarations, assignment deeds, and affidavits, participation in examiner interviews, and providing deposition and trial testimony where needed, but not including the payment of any attorney’s fees, expenses or other costs associated with the preparation, prosecution or issuance of any Patent Right or any litigation. The filing Party shall reimburse the Party(s) providing such assistance for their reasonable out-of-pocket expenses incurred by them under this Section 5.2. 5.3 Should a Party elect not to give both YALE prosecute or maintain any of its Patents Rights which such Party has licensed or is obligated to license to another Party hereunder, then it shall provide timely notice to the other Parties, who shall then have the secondary right to prosecute and LICENSEE reasonable opportunity maintain such Patent(s) at their own cost. Such Patent Rights shall, however, continue to comment on be owned by the type original owning Party and scope not by the Party electing to prosecute or maintain the Patent(s). 5.4 Coordination of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon Patent Filings (a) Before filing any patent application for claiming all or any part of Research Technology or any jointed conceived Foreground Technology which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard it owns pursuant to Section 2.3 hereof, LLC will inform the advice Party that performed the corresponding Research Services or jointly conceived the Foreground Technology and will at the request of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance Party coordinate the filing of such patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecutionParty. 10.6. LICENSEE shall ▇▇▇▇(b) Before filing any patent application claiming all or any part of any jointed conceived Foreground Technology which it owns pursuant to Section 2.3 hereof, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS a Party that jointly conceived the Foreground Technology will at the request of LLC coordinate the filing of such patent applications with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that countryLLC.

PATENT PROTECTION. 10.110.1 The patent applications contained in the LICENSED INTELLECTUAL PROPERTY and the dates they were filed are listed in Appendix “A.” It is understood that as of the EFFECTIVE DATE, no patent protection exists in the U.S. or any foreign country but only the potential to realize the same. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 10.2 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States U.S. patent applications contained in the LICENSED PATENTSINTELLECTUAL PROPERTY, incurred prior to and after the EFFECTIVE DATE. Any and all such United States U.S. patent applications, and resulting issued patents, patents shall remain the property of YALE. 10.2. 10.3 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS INTELLECTUAL PROPERTY, incurred prior to and after the EFFECTIVE DATE, in the countries outside the United States in the LICENSED TERRITORY selected by LICENSEE or YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. 10.4 The costs mentioned in Sections 10.2 Articles 10.2, 10.3 and 10.3 10.5 shall include, but are not limited to, to any past, present and future taxes, annuities, working fees, maintenance fees, and renewal and extension charges. Payment Within thirty (30) days of the FUNDING DATE, and upon receipt of an itemized invoice, payment of such costs incurred prior to the EFFECTIVE DATE of this AGREEMENT shall be made, at YALE’s option, either directly to patent counsel or made by direct reimbursement to YALE. In either case, YALE estimates these past costs to be approximately $46,000.00. LICENSEE shall make payment of costs incurred after the EFFECTIVE DATE of this AGREEMENT directly to Patent Counsel. LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its their invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within . 10.5 After the thirty (30) day periodEFFECTIVE DATE, LICENSEE shall will be charged a five percent (5%) surcharge on primarily responsible for the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure preparation, filing, prosecution and maintenance of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All all patent applications under and patents covering the LICENSED PATENTS INTELLECTUAL PROPERTY. Such patent applications and patents shall be prepared, prosecuted, filed and maintained by independent patent LICENSEE’s counsel chosen of choice, currently ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, unless otherwise agreed by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures disclosures. LICENSEE shall retain substantive control of and other matters responsibility for direct preparation, prosecution, filing and maintenance; however, any submission that may materially adversely affect the scope of the LICENSED PATENTS, or the claims contained therein, shall be subject to the prior written approval of YALE, such approval not to be unreasonably withheld or delayed. YALE agrees to cooperate with LICENSEE and to use reasonable efforts to obtain the cooperation of its employees, including the INVENTOR(S), as might reasonably be requested in connection with the preparation, filing and prosecution of such patent applications. LICENSEE may not abandon any patent application, pending claim, issued patent or issued patent claim under the LICENSED INTELLECTUAL PROPERTY without ninety (90) days prior written notice to YALE to allow YALE to assume the prosecution of such patent application at its own expense. If LICENSEE does not agree to pay or fails to pay the expenses of filing, prosecuting or maintaining a patent application in the course of patent prosecution and maintenance. YALE will not finally United States or any country outside the United States or if LICENSEE elects to abandon any patent application for which LICENSEE is bearing expenses without in any country, then LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations rights under this AGREEMENT and may be terminated by YALE only with respect to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable that patent or patent application in that country after sixty (60) days’ notice from YALE, if not cured by LICENSEE under Section 6.1within said sixty (60) day notice period. YALE On the EFFECTIVE DATE, LICENSEE will take over payment of all such costs invoiced by ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP. The party directing prosecution shall have no liability to LICENSEE the other party for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution, except as provided in this Article 10. LICENSEE will have the right, but not the obligation, to defend and enforce the LICENSED INTELLECTUAL PROPERTY in any interference proceedings. 10.6. 10.6 LICENSEE shall ▇▇▇▇apply, and shall require SUBLICENSEES sublicensees to ▇▇▇▇apply, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS and SERVICES are made, soldsold or used, used or shipped, including, but not limited to, and in accordance with the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patents and patent applications contained in POOLED PATENTS incurred after the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2EFFECTIVE DATE. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, applications and patents contained in the LICENSED POOLED PATENTS provided that, to the extent such POOLED PATENTS are [***], LICENSEE shall bear such costs [***], and wherein such costs were incurred after the EFFECTIVE DATE. 10.2 YALE’s ownership interest in the countries outside the United States POOLED PATENTS shall remain with YALE and LICENSEE’s ownership interest in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents POOLED PATENTS shall remain the property of YALEwith LICENSEE. 10.3. 10.3 If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application POOLED PATENT owned in whole or patent in part by YALE in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application POOLED PATENT owned in whole or patent in part by YALE in the United States, then [***]. In the LICENSE event that LICENSEE decides to abandon or discontinue paying the expenses of filing, prosecuting or maintaining any of the POOLED PATENTS owned in whole or in part by LICENSEE, then LICENSEE shall promptly inform YALE of such decision, and in no event less than [***] days before any deadline necessary to maintain patent rights with that particular POOLED PATENT. YALE may then elect, at its sole discretion and its sole expense, to continue to prosecute or maintain such POOLED PATENT. In such event, LICENSEE shall provide reasonable cooperation to YALE at YALE’s sole expense. Nothing in this Agreement shall be construed to grant (by implication, estoppel or otherwise) any licenses to YALE under any patents owned or controlled by LICENSEE including, without limitation, any POOLED PATENTS owned in whole or part by LICENSEE, whether or not abandoned by LICENSEE and/or subsequently prosecuted or maintained by YALE under this Article. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such patent application or patent shall terminate automatically with respect to that countrythe omitted portions. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.19.1. LICENSEE shall be responsible for all past, past and present and future costs of preparing, filing, prosecution prosecuting and maintenance maintaining of all United States patent applications and patents contained in the LICENSED PATENTSTECHNOLOGIES in the FIELD. LICENSEE shall be responsible for all future costs of preparing, filing, prosecuting and maintaining of all patent applications and patents contained in the LICENSED TECHNOLOGIES in the FIELD. Any and all such United States patent applications, applications and resulting issued patents, shall remain the property of YALE. 10.2MOFFITT. For the avoidance of doubt, prosecution shall include re-examinations, reissues, interferences, inter-partes review, post-grant review, oppositions and the like. LICENSEE shall be responsible for all past, present and future pay to MOFFITT past patent costs of approximately [***] dollars ($[***]) by March 15, 2022. 9.2. LICENSEE shall pay for filing, prosecution prosecuting and maintenance of all foreign maintaining the patent applications, applications and patents contained in the LICENSED PATENTS TECHNOLOGIES in the countries outside FIELD at least in the United States States, Member states of the European Patent Organization (EPO) excluding Turkey, and the EPO Validation states. LICENSEE shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the LICENSED TERRITORY TECHNOLOGIES in the FIELD in other countries selected by YALE MOFFITT and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United Statessuch other countries, or fails to pay the expenses of filingthen MOFFITT may file, prosecuting or maintaining a prosecute and maintain such patent application or patent in the United States, then the LICENSE such other countries at its own expense and LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent shall terminate automatically with respect to that country.issued patent 10.49.3. The costs mentioned in Sections 10.2 9.2 and 10.3 9.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s ▇▇▇▇▇▇▇’▇ option, either directly to patent counsel or by reimbursement to YALEMOFFITT. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE MOFFITT or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five [***] percent (5[***]%) surcharge on the invoiced amount per month or fraction thereof or such other higher amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE MOFFITT under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT12.1. 10.59.4. All MOFFITT shall have the right to file, prosecute and maintain the patent applications under and patents contained in the LICENSED PATENTS shall be preparedTECHNOLOGIES using counsel of its choice. MOFFITT, prosecutedhowever, filed agrees to delegate to LICENSEE the responsibility to direct the filing, prosecution and maintained by maintenance of such patent applications and patents using independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEEby MOFFITT. Said independent patent counsel shall be ultimately responsible to YALErepresent both LICENSEE and MOFFITT. LICENSEE shall have such responsibility to direct the right filing, prosecution and maintenance of such patent applications andpatents, unless and until MOFFITT, in its sole discretion, determines that MOFFITT desires to retainassume such responsibility using counsel of its choice. 9.5. With respect to any patent applications and patents contained in the LICENSED TECHNOLOGIES, at its own expense, separate the party responsible for directing prosecution (the “Prosecuting Party”) and patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to (a) consult with the other party (the “Non-prosecuting Party”) and keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, the Non prosecuting Party fully informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party fully informed about patent strategy with respect to give both YALE such patent applications and LICENSEE patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement all the type Non-prosecuting Party’s reasonable comments on such patent filings, and scope (e) provide the Non-prosecuting Party with final copies of useful claims such documents. LICENSEE agrees to use commercially reasonable efforts to obtain broad and the nature of supporting disclosures and other matters strong patent protection in the course best interest of patent prosecution MOFFITT and maintenanceLICENSEE. YALE The Prosecuting Party will not finally abandon any patent application for which LICENSEE is bearing expenses application, or make decisions that would have a material impact on the nature or scope of any claims without LICENSEEthe Non-prosecuting Party’s prior written consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.69.6. LICENSEE shall ▇▇▇▇apply, and shall require SUBLICENSEES to ▇▇▇▇apply, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS LICENSED TECHNOLOGY are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 9.7. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by any employee, staff, or agent of LICENSEE, then LICENSEE shall promptly notify MOFFITT in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by inventors named in the LICENSED PATENTS who are employees of MOFFITT, and disclosure of the conceived invention to MOFFITT, then MOFFITT shall promptly notify LICENSEE in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect.

PATENT PROTECTION. 10.1. From and after the EFFECTIVE DATE, LICENSEE shall be responsible for all pastactually incurred, present and future reasonable costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. From and after the EFFECTIVE DATE, LICENSEE shall be responsible for all pastactually incurred, present and future reasonable costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed LICENSEE with the consent of YALE, not to by LICENSEEbe unreasonably withheld, conditioned or delayed. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in the United States, then the LICENSE with respect to such patent application or patent LICENSEE’s rights under this Agreement shall terminate automatically with respect to that countrysuch LICENSED PATENT in the United States. 10.4. The costs mentioned in Sections Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, fees and renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of after receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. (a) Subject to this Article 10.5. All , all pending patent applications under and issued patents included in the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent outside patent counsel chosen by YALE and reasonably acceptable subject to the approval of LICENSEE, not to be unreasonably withheld. Said independent YALE shall instruct patent counsel shall be ultimately responsible to YALE(i) keep both YALE and LICENSEE regularly informed of the progress of the prosecution, issuance and maintenance of all such patent applications and patents, (ii) make itself available with reasonable notice, at reasonable times and with reasonable frequency for consultation with LICENSEE and its outside patent counsel, (iii) give both YALE and LICENSEE reasonable opportunity to review and comment on the type and scope of useful claims and the nature of supporting disclosures, (iv) give due consideration in good faith to comments received from LICENSEE or its outside patent counsel and (v) give LICENSEE at least thirty (30) days prior written notice of all meetings and material communications with any patent authorities concerning the LICENSED PATENTS and to permit LICENSEE to participate in such meetings or communications. YALE will not finally abandon any patent application included in the LICENSED PATENTS without LICENSEE’s prior written consent. LICENSEE shall have the sole right, in good faith, to determine whether to seek or obtain any patent term extension(s), restoration(s) or the like that may be available in the future with respect to the LICENSED PATENTS in any part of the LICENSED TERRITORY. Neither party shall have any liability to the other party for damages, whether direct, indirect or incidental, consequential or otherwise, arising from its good faith decisions, actions and omissions in connection with patent prosecution hereunder if such party shall have complied with its obligations under this Article 10.5(a). (b) Notwithstanding Article 10.5(a), upon thirty (30) days written notice to YALE, LICENSEE (or its AFFILIATES or SUBLICENSEES) shall have the right to retainassume the sole responsibility for the preparation, at prosecution, filing and maintenance, by outside patent counsel chosen thereby and reasonably acceptable to YALE, of all pending patent applications and issued patents included in the LICENSED PATENTS; provided that such rights shall be expressly subject to the obligations of LICENSEE (or, as applicable, its own expense, separate AFFILIATES or SUBLICENSEES) to instruct patent counsel to advise LICENSEE regarding such patent matters. (i) [********], (ii) keep YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully regularly informed of the progress progress, issuance and maintenance of all such patent applications and patents, and to (iii) give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures disclosures, (iv) give due consideration in good faith to comments received from YALE or its outside patent counsel, (v) not make any changes that would materially limit either the scope or number of claims without YALE’s prior written consent and other matters in the course of patent prosecution and maintenance. YALE will (vi) not to finally abandon any patent application for which LICENSEE is bearing expenses included in the LICENSED PATENTS without LICENSEEYALE’s prior written consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require contract with its SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. If YALE enters into any license agreements with third parties to any of the LICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. Any third parties which have already entered into a license with YALE for the LICENSED PATENTS or any portion of them are listed in Appendix B. YALE shall update Appendix B within 60 days of a license of the LICENSED PATENTS. 10.2. 10.2 After the EFFECTIVE DATE, LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE or requested by LICENSEE. All such applications or patents shall remain the property of YALE. If *** 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. Yale Confidential YALE enters into any license agreements with third parties to any of the LICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. LICENSEE acknowledges that YALE shall not file any such applications in low or lower-middle income countries, as designated by the World Bank (▇▇▇. 10.3▇▇▇▇▇▇▇▇▇.▇▇▇). If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in the United States, then the LICENSE with respect to such patent application or patent LICENSEE’s rights under this Agreement shall terminate automatically with respect to that LICENSED PATENT in that country. 10.4. 10.3 The costs mentioned in Sections Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters disclosures. YALE shall give due consideration in the course of patent prosecution and maintenancegood faith to all LICENSEE requests or instructions. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.4 If commercially feasible, LICENSEE shall ▇▇▇▇, and shall require AFFILIATES and SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS IN CLASSto the extent required by applicable law. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain be jointly owned by LICENSEE and YALE; and, without limiting the property operation of YALEArticle 3.1, Article 3.2, and Article 3.4, all right, title and interest, and all rights and obligations, of LICENSEE and YALE therein and thereto (including in and to INVENTIONS claimed thereby) shall be governed by United States patent law, and either party shall, upon the written request of the other party, take all such actions and make all such assignments as are required to achieve such intended result. 10.2. 10.2 LICENSEE shall be responsible for all past, present and future ongoing costs of filing, prosecution and maintenance of all foreign patent applications, applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEELICENSEE using its reasonable commercial judgment. All such applications or patents shall remain be jointly owned by LICENSEE and YALE; and, without limiting the property operation of YALEArticle 3.1, Article 3.2, and Article 3.4, all right, title and interest, and all rights and obligations, of LICENSEE and YALE therein and thereto (including in and to INVENTIONS claimed thereby) shall be governed by United States patent law, and either party shall, upon the written request of the other party, take all such actions and make all such assignments as are required to achieve such intended result. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALELICENSEE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if anydisclosures, and (3) conduct such preparation, prosecution including the opportunity to review and maintenance of comment on all draft responses to applicable patent applications and patents in a manner that is commercially reasonable and with a view offices prior to assisting submission thereof. LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE YALE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.4 LICENSEE shall ▇▇▇▇, and shall require AFFILIATES and SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.19.1. LICENSEE shall be responsible for all past, past and present and future costs of preparing, filing, prosecution prosecuting and maintenance maintaining of all United States patent applications and patents contained in the LICENSED PATENTSTECHNOLOGIES in the FIELD. LICENSEE shall be responsible for all future costs of preparing, filing, prosecuting and maintaining of all patent applications and patents contained in the LICENSED TECHNOLOGIES in the FIELD. Any and all such United States patent applications, applications and resulting issued patents, shall remain the property of YALE. 10.2MOFFITT and/or USF. For the avoidance of doubt, prosecution shall include re-examinations, reissues, interferences, inter-partes review, post-grant review, oppositions and the like. The past patent costs and the filing costs for national stage filings in Canada, Japan, Israel, Australia, New Zealand, Europe and Russia for PCT/US17/30962 as of March 10, 2019 were approximately $[***]. LICENSEE shall be responsible pay to MOFFITT [***] dollars ($[***]) by March 30, 2019, and LICENSEE shall also pay MOFFITT [***] ($[***]) within ninety (90) days of the Effective Date. 9.2. LICENSEE shall pay for all past, present and future costs of filing, prosecution prosecuting and maintenance of all foreign maintaining the patent applications, applications and patents contained in the LICENSED PATENTS TECHNOLOGIES in the countries outside FIELD at least in the United States States, Member states of the European Patent Organization (EPO) excluding Turkey, and the EPO Validation states. LICENSEE shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the LICENSED TERRITORY TECHNOLOGIES in the FIELD in other countries selected by YALE MOFFITT and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United Statessuch other countries, or fails to pay the expenses of filingthen MOFFITT may file, prosecuting or maintaining a prosecute and maintain such patent application or patent in the United States, then the LICENSE such other countries at its own expense and LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or issued patent. For clarity, MOFFITT reserves the right to pay for filing, prosecuting and maintaining the patent shall terminate automatically with respect applications and patents claiming the FIRST LICENSED TECHNOLOGIES outside of the FIRST FIELD, and MOFFITT reserves the right to that countrypay for filing, prosecuting and maintaining the patent applications and patents claiming the SECOND LICENSED TECHNOLOGIES outside of the SECOND FIELD. 10.49.3. The costs mentioned in Sections 10.2 9.2 and 10.3 9.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s ▇▇▇▇▇▇▇’▇ option, either directly to patent counsel or by reimbursement to YALEMOFFITT. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE MOFFITT or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five [***] percent (5[***]%) surcharge on the invoiced amount per month or fraction thereof or such other higher amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE MOFFITT under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT12.1. 10.59.4. All MOFFITT shall have the right to file, prosecute and maintain the patent applications under and patents contained in the LICENSED PATENTS shall be preparedTECHNOLOGIES using counsel of its choice. MOFFITT, prosecutedhowever, filed agrees to delegate to LICENSEE the responsibility to direct the filing, prosecution and maintained by maintenance of such patent applications and patents using independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEEby MOFFITT. Said independent patent counsel shall be ultimately responsible to YALErepresent both LICENSEE and MOFFITT. LICENSEE shall have such responsibility to direct the right filing, prosecution and maintenance of such patent applications and patents, unless and until MOFFITT, in its sole discretion, determines that MOFFITT desires to retainassume such responsibility using counsel of its choice. 9.5. With respect to any patent applications and patents contained in the LICENSED TECHNOLOGIES, at its own expense, separate the party responsible for directing prosecution (the “Prosecuting Party”) and patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to (a) consult with the other party (the “Non-prosecuting Party”) and keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, the Non-prosecuting Party fully informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party fully informed about patent strategy with respect to give both YALE such patent applications and LICENSEE patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement all the type Non-prosecuting Party’s reasonable comments on such patent filings, and scope (e) provide the Non-prosecuting Party with final copies of useful claims such documents. LICENSEE agrees to use commercially reasonable efforts to obtain broad and the nature of supporting disclosures and other matters strong patent protection in the course best interest of patent prosecution MOFFITT and maintenanceLICENSEE. YALE The Prosecuting Party will not finally abandon any patent application for which LICENSEE is bearing expenses application, or make decisions that would have a material impact on the nature or scope of any claims without LICENSEEthe Non-prosecuting Party’s prior written consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.69.6. LICENSEE shall ▇▇▇▇apply, and shall require SUBLICENSEES to ▇▇▇▇apply, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS LICENSED TECHNOLOGY are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 9.7. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by any employee, staff, or agent of LICENSEE, then LICENSEE shall promptly notify MOFFITT in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by inventors named in the LICENSED PATENTS who are employees of MOFFITT, and disclosure of the conceived invention to MOFFITT, then MOFFITT shall promptly notify LICENSEE in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present present, and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS which costs are not covered by the amount payable by LICENSEE under Section 5.1. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. 10.2 LICENSEE shall be responsible for all past, present present, and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEELICENSEE which costs are not covered by the amount payable by LICENSEE under Section 5. 1. All such applications or patents shall remain the property of YALE. LICENSEE acknowledges that YALE shall not be required to file any such applications in low or lower-middle income countries, as designated by the World Bank (▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇). 10.3. 10.3 If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. YALE reserves the right to require LICENSEE to pay patent expenses in advance, based upon good-faith estimates from YALE’s patent counsel. 10.4. 10.4 The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days [**] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day [**] period, LICENSEE shall be charged a five percent [**] Percent (5[**]%) surcharge plus interest of [**] Percent ([**]%) per month or fraction thereof on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment whatsoever when due. YALE shall be entitled to recover reasonable attorneys’ fees and costs related to the administration or enforcement of this AGREEMENT following such failure to pay. Failure of LICENSEE to pay the surcharge or interest shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters [**] YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by [**] LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations [**] under this AGREEMENT and to facilitate [**] LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1[**]. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.6 LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES and AFFILIATES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. LICENSEE 8.1 LICENSOR shall be responsible pay for processing all past, present and future costs of preparing, filing, prosecution prosecuting and maintenance maintaining of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS TECHNOLOGIES in the countries outside the United States in the LICENSED TERRITORY selected by YALE TERRITORY. Any and agreed to by LICENSEE. All all such patent applications or and patents shall remain the property of YALELICENSOR. For the avoidance of doubt, prosecution shall include re-examinations, reissues, interferences, inter-parties review, post-grant review, oppositions and the like. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. 8.2 The costs mentioned in Sections 10.2 and 10.3 Article 8.1 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All 8.3 With respect to any patent applications under and patents contained in the LICENSED PATENTS shall be preparedTECHNOLOGIES, prosecuted, filed the party responsible for directing prosecution (the “Prosecuting Party”) and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have (a) consult with the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to other party (the “Non-prosecuting Party”) and keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, the Non-prosecuting Party fully informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party fully informed about patent strategy with respect to give both YALE such patent applications and LICENSEE patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement all the type Non-prosecuting Party’s reasonable comments on such patent filings, and scope (e) provide the Non-prosecuting Party with final copies of useful claims such documents. LICENSEE agrees to use commercially reasonable efforts to obtain broad and the nature of supporting disclosures and other matters strong patent protection in the course best interest of patent prosecution LICENSOR and maintenanceLICENSEE. YALE The Prosecuting Party will not finally abandon any patent application for which LICENSEE is bearing expenses application, or make decisions that would have a material impact on the nature or scope of any claims without LICENSEEthe Non-prosecuting Party’s prior written consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 8.4 LICENSEE shall ▇▇▇▇, apply and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with apply the patent marking notices required by the law of any country where such PRODUCTS IN CLASS LICENSED TECHNOLOGIES are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 8.5 If the CONFIDENTIAL INFORMATION results in an invention, improvement or substance, LICENSEE agrees to disclose promptly to LICENSOR all such invention(s), improvement(s) or substance(s) before otherwise disclosing the same publicly or to any other party, so that LICENSOR can determine whether such should be the subject of an application for patent. In the event that LICENSOR determines that the invention(s), improvement(s) or substance(s) should be the subject of an application for patent, LICENSEE agrees that such application and patent shall be the sole property of LICENSOR. If LICENSEE files in its own name an application for patent for any invention, improvement or substance arising in the course of the LICENSEE, LICENSEE agrees that LICENSOR has a non-exclusive, fully paid-up perpetual, worldwide license except Asia as to the FIELD, to use and sublicense such invention, improvement or substance. 8.6 Any invention, improvement or substance which requires the use of the CONFIDENTIAL INFORMATION or which arose as a result of activities outside of the PLAN but which involved the use of the CONFIDENTIAL INFORMATION, as well as metabolites and active forms, will be the property of LICENSOR and no other party shall have the right to exploit same without the prior written approval of LICENSOR. 8.7 In order to protect LICENSOR’S proprietary and/or patent rights to CONFIDENTIAL INFORMATION, LICENSEE agrees to provide LICENSOR with an advance copy of any proposed publication or public disclosure that makes reference to the CONFIDENTIAL INFORMATION, at least sixty (60) days prior to the proposed publication or public disclosure. If in the opinion of LICENSOR any such publication describes a patentable invention, LICENSOR shall have an opportunity to request that LICENSEE delay the proposed publication or public disclosure until after a U.S. patent application has been filed. In no event shall the delay exceed sixty (60) days. If a publication or public disclosure does result from work using the CONFIDENTIAL INFORMATION, LICENSEE agrees to acknowledge LICENSOR and/or give credit to LICENSOR scientists, as scientifically appropriate, based on any direct contribution they may have made to the work.

PATENT PROTECTION. 10.1. LICENSEE shall be responsible for all documented past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in and patents directly associated with the LICENSED PATENTSPATENTS which have not otherwise been reimbursed, or that are not otherwise reimbursable, by another third party. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all documented past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, applications and patents contained in directly associated with the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to in writing by LICENSEE. All such applications LICENSEE which have not otherwise been reimbursed, or patents shall remain the property of YALEthat are not otherwise reimbursable, by another third party. 10.3. If If, upon the request of YALE, LICENSEE does not agree fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United Statescountry, then YALE may terminate this AGREEMENT to the LICENSE extent permitted in accordance with respect to such patent application or patent shall terminate automatically with respect to that countryArticle 13.1(b). 10.4. With respect to the payment of costs payable by LICENSEE under Articles 10.2 and 10.3: (a) LICENSEE shall pay all such documented patent expenses incurred prior to the EFFECTIVE DATE within thirty (30) days of its receipt of an invoice therefor; provided, that such expenses shall be consistent with such patent expenses as disclosed to LICENSEE prior to the EFFECTIVE DATE. (b) LICENSEE shall pay all such documented patent expenses incurred on or following the EFFECTIVE DATE within sixty (60) days of its receipt of an invoice therefor. 10.5. The costs mentioned in Sections Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s optionsole discretion, either directly to patent counsel counsel, or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty sixty (3060) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge such costs shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENTpermitted in accordance with Article 13.1(b). 10.510.6. All Except as provided herein or in the SRA (including with respect to any patent application with respect to a JOINT INVENTION (as defined in the SRA), which shall be subject to the terms and conditions of the SRA), all patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenancedisclosures. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters Notwithstanding the foregoing, YALE shall (1) give due regard have no obligation to file, prosecute, or maintain any of the advice of its patent counselLICENSED PATENTS if LICENSEE has failed to make any payments required under, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counselor is otherwise in material breach of, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1or any other agreement with YALE. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such prosecution. Notwithstanding anything to the contrary contained herein, should YALE elect not to file, prosecute or maintain any patent prosecutionor patent application included within the LICENSED PATENTS or LICENSED INFORMATION, LICENSEE may do so at its own cost on behalf of YALE. YALE shall reasonably cooperate with LICENSEE, at LICENSEE’s expense, in its attempt to secure patent rights to any such patent or patent application. 10.610.7. LICENSEE shall ▇▇▇▇, and shall require its AFFILIATES and SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. If YALE enters into any license agreements with third parties to any of the LICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. Any third parties which have already entered into a license with YALE for the LICENSED PATENTS or any portion of them are listed in Appendix B. YALE shall update Appendix B within 60 days of a license of the LICENSED PATENTS. 10.2. 10.2 After the EFFECTIVE DATE, LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE or requested by LICENSEE. All such applications or patents shall remain the property of YALE. If *** 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. YALE enters into any license agreements with third parties to any of the LICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. LICENSEE acknowledges that YALE shall not file any such applications in low or lower-middle income countries, as designated by the World Bank (▇▇▇. 10.3▇▇▇▇▇▇▇▇▇.▇▇▇). If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in the United States, then the LICENSE with respect to such patent application or patent LICENSEE’s rights under this Agreement shall terminate automatically with respect to that LICENSED PATENT in that country. 10.4. 10.3 The costs mentioned in Sections Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters disclosures. YALE shall give due consideration in the course of patent prosecution and maintenancegood faith to all LICENSEE requests or instructions. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.4 If commercially feasible, LICENSEE shall ▇▇▇▇mark, and shall require AFFILIATES and SUBLICENSEES to ▇▇▇▇mark, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS IN CLASSto the extent required by applicable law. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications and patents contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE.. Page [***] of 44 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to in writing by LICENSEE. All such applications or patents shall remain the property of YALE. LICENSEE acknowledges that YALE shall not be required to file any such applications in low or lower-middle income countries, as designated by the World Bank (▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇). Furthermore, LICENSEE agrees not to file any patent rights that are owned by LICENSEE and that claim LICENSED PRODUCTS (excluding any rights LICENSEE owns or controls as of the EFFECTIVE DATE that cover the making or use of PTI-125, provided that such excluded patents or rights are not LICENSED PATENTS) in any such low-income or lower-middle income countries. 10.3. If If, upon invoice by YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent LICENSED PATENT in any a country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United StatesLICENSED TERRITORY, then the LICENSE LICENSEE's rights under this Agreement with respect to such patent application or patent LICENSED PATENT in such country shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to upon written notice from YALE. In either case, LICENSEE shall make payment directly YALE reserves the right to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of require LICENSEE to pay the surcharge shall be grounds for termination patent expenses in advance of instructions being given by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be preparedcounsel, prosecuted, filed and maintained by independent based upon good-faith estimates from YALE’s patent counsel chosen by YALE and reasonably acceptable provided to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.17.1 LICENSEE shall pay for one hundred percent (100%) of the costs of patent preparation, prosecution, and maintenance after the Effective Date, including all interferences, reissues, re-examinations, oppositions, or requests for patent term extensions. LICENSEE shall be reimburse UNIVERSITY for one hundred percent (100%) of third party expenses incurred by and paid for by UNIVERSITY in seeking and securing the Patent Rights prior to the Effective Date, according to the schedule set forth in Appendix B. Subject to UNIVERSITY’s authority and during the term of this Agreement, LICENSEE is responsible for the prosecution, maintenance, and enforcement of the Patent Rights in UNIVERSITY’s name and for UNIVERSITY’s benefit, whereby LICENSEE: i) shall keep UNIVERSITY informed in writing of all pastmaterial actions taken in this regard to permit UNIVERSITY an opportunity to review and comment thereon; (ii) shall consider in good faith, present take into account, and future costs implement the reasonable comments made by UNIVERSITY; (iii) shall not add inventors who do not have an obligation to assign their ownership interest to UNIVERSITY to any patent or patent application among the Patent Rights without the permission of filing, UNIVERSITY; (iv) shall not abandon prosecution of any pending patent applications or fail to maintain issued patents without providing UNIVERSITY the opportunity to assume control of prosecution and maintenance of the Patent Rights as provided below; and (v) shall notify UNIVERSITY no less than forty-five (45) days, where reasonably practical, prior to any deadline for action set forth by the United States Patent and Trademark Office or its foreign counterparts (a “Patent Office”), and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide UNIVERSITY with no less than sixty (60) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent applications is issued/pending. Unless otherwise agreed to by the Parties, upon UNIVERSITY’s receipt of such written notice, any and all rights granted to LICENSEE by UNIVERSITY to said patent/patent application in said country shall promptly terminate. For clarity, upon such termination of rights under such patent/patent application, UNIVERSITY shall be free to license, sell, assign, dispose of, or take any other action with respect to the rights to said patent/patent application at its sole discretion, and with no obligation to LICENSEE. At LICENSEE’s request and expense, UNIVERSITY shall provide to LICENSEE reasonable assistance in the prosecution, maintenance, and enforcement of the Patent Rights. 7.2 Upon written request of UNIVERSITY, LICENSEE shall apprise UNIVERSITY of the “small entity” status of LICENSEE and all Sublicensees and Affiliates with respect to the United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applicationslaws, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to the patent laws of any other countries, if applicable, and to inform UNIVERSITY of any changes in such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall includestatus, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If any such change. 7.3 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE fails to make payment to YALE or patent counseland UNIVERSITY will promptly inform each other, as appropriatethe case may be, within in writing of that fact and will supply the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and with any available evidence pertaining to the extent the same constitutes a TERMINATION EVENT. 10.5infringement. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate shall have the first right to enforce any patent counsel within the Patent Rights against any infringement or alleged infringement thereof, and shall at all times keep UNIVERSITY informed as to advise the status thereof. Before LICENSEE regarding such patent matters. YALE shall instruct its patent counsel commences any action with respect to keep YALEany infringement of the Patent Rights, LICENSEE shall confer with UNIVERSITY and LICENSEE’s patent counsel, if any, fully informed take into consideration the views of the progress of all patent applications and patents, and UNIVERSITY with respect to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6action. LICENSEE shall ▇▇▇▇be entitled to retain all damages recovered in any such suit. If LICENSEE brings suit against an alleged infringer and UNIVERSITY is a necessary party to such suit, UNIVERSITY agrees to be named in such suit at LICENSEE’s expense. In the event that UNIVERSITY and LICENSEE mutually agree to bring suit, costs and expenses shall be shared equally and any recovery in excess of expenses shall be shared equally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit that would materially or adversely affect the interests of the UNIVERSITY may be entered into without the consent of UNIVERSITY, such consent not to be unreasonably withheld or delayed. In the event LICENSEE does not take steps to stop the infringement within ninety (90) days after notice of same by either Party, UNIVERSITY shall have the right to take whatever steps it deems necessary to stop the infringement at its expense and recover damages therefore, and will be entitled to retain all damages so recovered. Each Party shall require SUBLICENSEES provide to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked Party enforcing any Patent Rights reasonable assistance in such a manner as to conform with the patent marking notices required by the law of any country where enforcement, at such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that countryenforcing Party’s request and expense.

PATENT PROTECTION. 10.17.1 Patent Protection for INVENTIONS listed in Exhibit B is as follows: US Patent Number 5,101,072 was issued March 31, 1992; US Patent Number 5,214,068 was issued May 25, 1993 and US Patent Number 5,256,820, issued October 26, 1993. It is understood as that of the date hereof patent protection exists in the United States but not in any foreign countries but only the potential to realize the same. Patent Protection for Inventions listed in Exhibit C is as follows: A patent application covering the Invention "Novel L-2', 3' - Dideoxy Nucleoside Analogs As Anti-Hepatitis B (HBV) Agents" has been prepared and was filed on July 28, 1993, (S.N. 098,650). It is understood as that of the date hereof no patent protection exists in the United States or any foreign country but only the potential to realize the same. 7.2 LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States U.S. patents and patent applications contained in covering the LICENSED PATENTS. Any INVENTIONS incurred prior to and all such United States patent applicationsafter the date of this Agreement, and resulting issued patentsincluding without limitation attorney's fees, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, and renewal and extension charges. Payment of such costs shall be made, and shall, at YALE’s 's option, either punctually pay such costs directly to or punctually reimburse YALE for such costs. Any and all such U.S. patent counsel or by reimbursement to applications and patents resulting therefrom shall remain the property of YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All 7.3 LICENSEE at LICENSEE's expense, shall prepare and file foreign patent applications under covering the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen INVENTIONS in such foreign countries as are determined by YALE and reasonably acceptable agreed to by LICENSEE. Said independent Determination of which foreign countries in which patent counsel application shall be ultimately responsible to filed shall be made no later than ninety (90) days following the date hereof. Any and all such foreign patent applications and patents resulting therefrom shall remain the property of YALE. LICENSEE shall have be responsible for all costs of prosecution and maintenance of all such foreign patents and patent applications, including without limitation attorney's fees, taxes, annuities, working fees, maintenance fees, and renewal and extension charges, and shall punctually pay all such costs directly on behalf of both parties. If LICENSEE does not agree to bear the right expenses of filing patent applications in any foreign countries in which YALE wishes to retainobtain patent protection, then YALE may file and prosecute such application at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. and YALE shall instruct its patent counsel to keep YALE, LICENSEE and may terminate LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard 's license to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any foreign country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that countrycountries.

PATENT PROTECTION. 10.19.1 The patent applications covering the INVENTION and the dates they were filed are listed in Appendix “A.” It is understood that as of the date of final execution of this Agreement no patent protection exists in the U.S. or any foreign country but only the potential to realize the same. 9.2 With regards to the United States, YALE, at LICENSEE’S request, shall file patent applications and continuations-in-part in YALE’S name and at LICENSEE’S expense, covering the INVENTION and thereafter, YALE shall prosecute such patent applications. YALE shall consult with LICENSEE shall be responsible for all pastas to the preparation, present and future costs of filing, prosecution and maintenance of all United States patent applications contained for the INVENTION and any patents resulting therefrom and shall promptly furnish LICENSEE with copies of documents relevant to such consultation. Within thirty (30) days of receiving such documents from YALE or as soon as reasonably practical in the LICENSED PATENTSevent a response is required imminently, LICENSEE will provide YALE with comments or suggestions relating to such documents. YALE will give due consideration to any modifications or additions suggested by LICENSEE. Any and all such United States U.S. patent applications, continuations-in-part, and resulting issued patents, patents claiming the INVENTION where inventors are solely employees of YALE shall remain the property of YALE. All other U.S. patents, patent applications, continuations and continuations-in-part that are subject to this Agreement and arising out of the Research Agreement shall be owned pursuant to the terms stated in Section 8 of the Research Agreement. 10.2. LICENSEE shall be responsible for 9.3 With regards to all pastintended international filings, present and future costs all conversions of filing, prosecution and maintenance of all foreign international applications according to the Patent Cooperation Treaty into national or regional patent applications, and patents contained all filings of translations of a granted European patent in the LICENSED PATENTS national patent offices of the member states of the European Patent Convention in relation to the Licensed Intellectual Property, YALE shall inform LICENSEE as soon as possible but in no event less than thirty (30) days prior to such intended international filings, conversions or national filings. LICENSEE will notify YALE if it wishes YALE to prosecute such Licensed Intellectual Property in the following group of countries outside at LICENSEE’S expense: United States, Japan, Australia, Canada, Europe (only member states of the United States European Patent Convention). Upon such notification, YALE agrees to file patent applications in such countries. In addition, if requested by LICENSEE in writing, YALE shall file in additional countries designated by LICENSEE, provided that LICENSEE agrees to pay for the costs associated with such additional filings. If LICENSEE chooses not to proceed with the filing and/or prosecution of any of the Licensed Intellectual Property in any country of the countries listed above, it shall notify YALE not less than thirty (30) days prior to the day on which LICENSEE intends such patent filing and/or prosecution to cease, or as soon as reasonably practical in the LICENSED TERRITORY selected by event a response is required before eminently. In such case, LICENSEE shall not be obligated to pay on-going patent expenses for such Licensed Intellectual Property in such country, and LICENSEE’S rights under this Agreement may be terminated, solely with respect to that country pursuant to Section 12.5. In the event YALE wishes to file and/or prosecute the Licensed Intellectual Property in any country other than the countries listed above, and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to file, YALE may file at its own expense and LICENSEE shall not be obligated to pay the on-going patent expenses of filing, prosecuting or maintaining a for such patent application or patent in such country. In such case, LICENSEE’S rights under this Agreement may by terminated, solely with respect to that country pursuant to Section 12.5. For the avoidance of any doubt, LICENSEE acknowledges that YALE, at its sole discretion, may cease prosecution of such patent application or maintenance of any patent resulting therefrom in such country outside at any time. Upon the United Statesfiling of such patent application, or fails to pay the expenses of filing, prosecuting or maintaining YALE shall notify LICENSEE that Yale has filed a patent application or in such country. YALE shall have the right to license its rights in such patent application and/or patent in such country to a third party, provided however, that YALE agrees that during the United Statesseven (7) years period from the filing of the patent application in such country, then before accepting an offer from a third party, YALE will give LICENSEE the LICENSE with respect opportunity to obtain a license to such patent application or and/or patent at the same financial compensation that a third party is willing to pay to YALE, YALE shall terminate automatically with respect inform LICENSEE of such offer and shall allow LICENSEE sixty (60) days in which to that countryelect whether to license YALE’S interest in such rights under the terms of such offer. 10.4. 9.4 The costs mentioned in Sections 10.2 Articles 9.2 and 10.3 9.3 shall include, but are not limited to, to any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or selected by reimbursement YALE and reasonably acceptable to YALELICENSEE. In either case, LICENSEE shall make payment directly to the appropriate party patent counsel within thirty Thirty (30) days Days of receiving its their invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE obligated to pay the surcharge shall be grounds for termination any reasonable late charges incurred by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENTresult of such delay. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 10.1 LICENSEE shall be responsible reimburse YALE for all past, present reasonable and future customary costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS accrued as of the EFFECTIVE DATE or during the TERM of this Agreement. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. 10.2 LICENSEE shall be responsible reimburse YALE for all pastreasonable and customary costs, present and future costs accrued as of the EFFECTIVE DATE or during the TERM of this Agreement, of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and reasonably acceptable to and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. 10.3 If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE LICENSEE’s rights under this Agreement with respect to such patent application or patent application shall terminate automatically with respect to that country. 10.4. 10.4 The costs mentioned in Sections Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other higher amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT.Article 13.1 10.5. 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenancedisclosures. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE Yale shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. 10.6 To the extent feasible, LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.17.01 covering the INVENTION has been prepared and *. It is understood that as of the date hereof no patent protection exists in the U.S. or any foreign country but only the potential to realize the same. 7.02 LICENSEE shall be responsible for bear all past, present and future costs of filing, reasonable patent prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in expenses associated with the LICENSED PATENTS beginning with invoices dated as of the date of execution of this Agreement. 7.03 YALE at LICENSEE's expense, shall prepare and file foreign patent applications covering the INVENTION in the such foreign countries outside the United States in the LICENSED TERRITORY selected as are determined by YALE and agreed to by LICENSEE. All Determination of which foreign countries in which patent application shall be filed shall be made no later than 90 days following the date hereof. YALE shall provide to LICENSEE for its review and comment prior to filing copies of all patent applications and substantive patent prosecution documents. LICENSEE shall provide its comments within 30 days of receipt thereof and such comments shall be advisory in nature and not binding on YALE or its patent counsel. Any and all such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future Any taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of charges with respect to each such costs foreign patent application and patents shall be made, at YALE’s option, either directly to patent counsel or punctually paid by reimbursement to YALEYALE on behalf of both parties. In either case, LICENSEE shall make payment directly to the appropriate party reimburse YALE within thirty (30) 30 days of receiving its invoicea copy of the invoice for all such taxes, annuities, fees and charges. If LICENSEE fails does not agree to make payment bear the expenses of filing patent applications in any foreign countries in which YALE wishes to obtain patent protection, then YALE may file and prosecute such application at its own expense. If YALE does file and prosecute such application then LICENSEE'S rights terminate in that country. 7.04 If YALE should license the INVENTION to a third party other than the U.S. government to the extent, if any, permitted by this Agreement, then upon the execution of each and every future license by YALE with any third party with respect to the INVENTION, the total patent costs incurred to the effective date of such license shall be reapportioned and credit issued or patent counselrefund made, as appropriate, within to LICENSEE and future costs similarly apportioned. YALE represents that no such licenses exist as of the thirty (30) day period, signing hereof. 7.05 LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇apply, and shall require SUBLICENSEES sublicensees to ▇▇▇▇apply, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, soldsold or used, used or shippedto the extent feasible and practical, including, but not limited to, and in accordance with the applicable patent laws of that country.

PATENT PROTECTION. 10.1. LICENSEE shall be responsible reimburse YALE for all past, present reasonable and future customary costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTSPATENTS accrued as of the EFFECTIVE DATE or during the TERM of this Agreement. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible reimburse YALE for all pastreasonable and customary costs, present and future costs accrued as of the EFFECTIVE DATE or during the TERM of this Agreement, of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE LICENSEE’s rights under this Agreement with respect to such patent application or patent application shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 Articles 10.1 and 10.3 102 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other higher amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section Article 13.1 as and to the extent the same constitutes a TERMINATION EVENT(b). 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, both YALE and LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenancedisclosures. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE Yale shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASSLICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1. 9.1 LICENSEE shall be responsible for all pastOUT OF POCKET COSTS of preparing, present and future costs of filing, prosecution prosecuting and maintenance maintaining of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in (a) incurred by MOFFITT prior to the countries outside EFFECTIVE DATE and (b) incurred by LICENSEE during the United States TERM. For the avoidance of doubt, prosecution shall include re-examinations, reissues, interferences, inter-parties review, post-grant review, oppositions and the like. MOFFITT agrees that the amount payable under subsection (a) of this Section 9.1 shall not exceed $ $27,000. Such amount shall be paid to MOFFITT within ten (10) days of the COMMENCEMENT DATE. 9.2 During the ROYALTY TERM, LICENSEE shall pay for OUT OF POCKET COSTS for filing, prosecuting and maintaining the patent applications and patents contained in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3PATENTS. If LICENSEE does not agree to pay the expenses such OUT OF POCKET COSTS of filing, prosecuting or maintaining a patent application or patent in any country outside the United Statescountry, or fails to pay the expenses of filingthen it shall so inform MOFFITT, prosecuting or maintaining a and thereafter MOFFITT may file, prosecute and maintain such patent application or patent in the United Statessuch country at its own expense, then the LICENSE and LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent shall terminate automatically with respect to that countryissued patent. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. 9.3 LICENSEE shall have the right to retainfile, prosecute and maintain the patent applications and patents contained in the LICENSED PATENTS using its own counsel at its own expensecost during the TERM of this AGREEMENT. 9.4 With respect to any patent applications and patents contained in the LICENSED PATENTS, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct the Party responsible for directing prosecution (the “Prosecuting Party”) and its patent counsel to shall (a) consult with the other Party (the “Non-prosecuting Party”) and keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully the Non-prosecuting Party reasonably informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party reasonably informed about patent strategy with respect to give both YALE such patent applications and LICENSEE patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement the type Non-prosecuting Party’s reasonable comments on such patent filings, and scope (e) provide the Non-prosecuting Party with final copies of useful claims such documents. Without limiting the foregoing, LICENSEE agrees to use COMMERCIALLY REASONABLE EFFORTS to pursue a strategy to obtain broad and the nature of supporting disclosures and other matters strong patent protection in the course best interest of patent prosecution MOFFITT and maintenanceLICENSEE. YALE The Prosecuting Party will not finally abandon any patent application without the Non-prosecuting Party’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, any patent application that is abandoned as set forth in this Section 9.4, or any issued patent or patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE rights have been terminated as set forth in Section 9.2, shall (1) give due regard cease to be a LICENSED PATENT hereunder as of such abandonment or termination, as the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6case may be. LICENSEE shall ▇▇▇▇be the Prosecuting Party and MOFFITT shall be the Non-prosecuting Party for all LICENSED PATENTS unless otherwise agreed to in writing. 9.5 LICENSEE shall apply, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with apply the patent marking notices required by the law of any country where such PRODUCTS IN CLASS ROYALTY-BEARING PRODUCTs are made, sold, used or shipped, including, but not limited to, including the applicable patent laws of that country. 9.6 With respect to the prosecution of International Patent Application No. PCT/US2015/041709 (the “’709 Application”) and International Patent Application No. PCT/US2015/041714 (the “’714 Application”): (a) The Parties agree that the ’709 Application (including the national stage applications thereof) will be abandoned, and (b) LICENSEE (as the Prosecuting Party) agrees to take COMMERCIALLY REASONABLE EFFORTS in the prosecution of the ’714 Application (including the national stage applications thereof).

PATENT PROTECTION. 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALEINSTITUTIONS. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE INSTITUTIONS and agreed to by LICENSEE. All such applications or patents shall remain the property of YALEINSTITUTIONS. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent LICENSEE's rights under this Agreement shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Such past costs shall be payable pursuant to Section 5.1 herein. Payment of such future costs shall be made, at YALE’s 's option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other higher amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENTArticle 13.5(b). 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEE. Said independent patent counsel shall be ultimately responsible to by YALE. LICENSEE shall have the right be responsible for directing prosecution. With respect to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALEany LICENSED PATENTS, LICENSEE and LICENSEE’s patent counsel, if any, counsel shall (a) consult with YALE and keep YALE fully informed of about the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard including all issues relating to the advice of its patent counselpreparation, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparationfiling, prosecution and maintenance of LICENSED PATENTS, (b) consult with YALE and keep YALE fully informed about LICENSEE's patent applications strategy with respect to the LICENSED PATENTS, (c) provide to YALE advance copies of documents relevant to preparation, filing, prosecution and patents maintenance of the LICENSED PATENTS sufficiently in advance of filing to allow YALE a manner that is reasonable opportunity to review and comment on such documents, (d) seriously consider all YALE comments on such patent filings and (e) provide YALE with final copies of such documents. LICENSEE agrees to use commercially reasonable efforts to obtain broad and with strong patent protection in the best interest of YALE and LICENSEE. LICENSEE will not abandon any patent application, or make decisions that would have a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damagesmaterial impact on the nature or scope of any claims, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecutionwithout YALE's prior written consent. 10.6. LICENSEE shall ▇▇▇▇apply, and shall require SUBLICENSEES to ▇▇▇▇apply, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, soldsold or used, used or shipped, including, but not limited to, and in accordance with the applicable patent laws of that country.