Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. As long as the Exclusive License is in effect, Burcon shall be responsible for the drafting, filing, prosecution and maintenance of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent application to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of such patent rights, while the Exclusive License is in effect. Burcon shall consider ADM’s comments and recommendations during the prosecution and maintenance of the Burcon Patent Rights, while the Exclusive License is in effect, provided that all decisions in respect of the drafting, filing, prosecution and maintenance of the Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall notify ADM within thirty (30) days of making such decision and ADM shall have the right, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall cooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such application.

Patent Prosecution. As long as Licensee shall have the Exclusive License is full right and authority to, and shall use commercially reasonable efforts to, prepare, file, prosecute and maintain all Licensed Patent Rights in effectthe Field in the Territory (which Licensed Patent Rights shall, Burcon for greater certainty, be the sole and exclusive property of Licensor), in consultation with Licensor, using counsel of its choice reasonably acceptable to Licensor. To the extent practicable, Licensee shall provide Licensor with drafts of substantive prosecution papers to be responsible for submitted to patent offices in the draftingTerritory (with reasonable advance notice, so that Licensor may have an opportunity to comment in a timely fashion), and Licensee shall give suggestions from Licensor reasonable consideration (but without any obligation to incorporate or accept such suggestions). Licensee shall provide Licensor with copies of all substantive prosecution papers submitted to or received from patent offices in the Territory, including patent applications and amendments thereto, relating to the Licensed Patent Rights. Licensor shall cooperate with and assist Licensee in connection with such preparation, filing, prosecution and maintenance of all Burcon Licensed Patent Rights in Rights, at no charge to Licensee for the following countries: [commercially sensitive information redacted], time of Licensor's employees; provided that Burcon Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses incurred in connection therewith. Licensee shall not be responsible to draft, file abandon or prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the discontinue prosecution of any patent application or patent within the Licensed Patent Rights without giving Licensor at least ninety (90) days' written notice prior to provide ADM with a reasonable opportunity any applicable deadline; provided, however, Licensee may take ministerial and non-material procedural actions regarding the Licensed Patent Rights without providing prior written notice to commentLicensor. Burcon shall consult with ADM with regard to every material decision required to be made during the draftingIf Licensee provides such notice, filing, Licensor may continue prosecution and and/or maintenance of such abandoned or discontinued patent rightsapplication or patent within the Licensed Patent Rights at its sole discretion and expense, while and such thereafter such patent application or patent within the Exclusive License is in effect. Burcon shall consider ADM’s comments and recommendations during the prosecution and maintenance of the Burcon Patent Rights, while the Exclusive License is in effect, provided that all decisions in respect of the drafting, filing, prosecution and maintenance of the Burcon Licensed Patent Rights shall no longer be included in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall notify ADM within thirty (30) days of making such decision and ADM shall have the right, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Licensed Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall cooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such application.

Patent Prosecution. UCSF and UFRF entered into a patent management agreement on July 5, 2019, (“Patent Management Agreement”) for the management of matters related to the jointly owned Invention and Patent Rights thereto. Licensee has read and understood the Patent Management Agreement, which is attached in Appendix A. In the event, Licensee wants to change the patent strategy or patent scope or patent claims, Licensee agrees to be transparent in their communication and promptly discuss with The Regents any such strategy. If aforementioned change in strategy by Licensee may result in change in inventor-ship of Patent Rights as per patent law, then Licensee shall bring this to The Regents attention immediately. Licensee is committed to engaging in good faith patent strategies and shall diligently work with The Regents for the same. As long as the Exclusive License is Licensee has paid patent costs as provided for in effectthis Article 18, Burcon The Regents shall be responsible for diligently endeavor to prosecute and maintain the drafting, filing, prosecution United States and maintenance of all Burcon foreign patents comprising Regents’ Patent Rights in using counsel of its choice. The Regents will provide the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM Licensee with copies of all documents relevant documentation so that the Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response, provided, however, that if the Licensee has not commented upon such documentation in a reasonable time for The Regents to be filed in connection sufficiently consider the Licensee’s comments prior to a deadline with the prosecution relevant government patent office, or The Regents must act to preserve the Patent Rights, The Regents will be free to respond without consideration of the Licensee’s comments, if any. The Licensee agrees to keep this documentation confidential. The Regents’ counsel will take instructions only from The Regents, and all patents and patent applications under this Agreement will be assigned solely to The Regents. The Regents shall use all reasonable efforts to amend any patent application to provide ADM with a reasonable opportunity include claims reasonably requested by the Licensee to comment. Burcon shall consult with ADM with regard to every material decision required protect the products contemplated to be made during the drafting, filing, prosecution and maintenance of such patent rights, while the Exclusive License is in effect. Burcon shall consider ADM’s comments and recommendations during the prosecution and maintenance of the Burcon Patent Rights, while the Exclusive License is in effect, provided that all decisions in respect of the drafting, filing, prosecution and maintenance of the Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall notify ADM within thirty (30) days of making such decision and ADM shall have the right, but not the obligation, to assume such maintenance sold under this Agreement and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees file and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue prosecute patents in additional foreign countries beyond those set forth above, Burcon shall cooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution indicated by and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such applicationpaid for by Licensee.

Patent Prosecution. As long (a) Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Using counsel selected by Salix after good faith consultation with Progenics [*], Salix shall use Commercially Reasonable Efforts to prepare, file, prosecute and maintain, at Salix’s expense, the [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Progenics Patent Rights as to which Progenics has the Exclusive License is in effect, Burcon shall be responsible for the drafting, filing, right to control prosecution and maintenance of all Burcon maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Progenics Patent Rights as to which Progenics has the right to control prosecution and maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights) in all countries in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any of the Burcon Territory where such Patent Rights listed in Schedule A are currently pending and, respecting [*]. In respect to any Progenics Patent Rights as of to which Progenics does not have the Effective Date in any of the above countries right to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent application to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the drafting, filing, control prosecution and maintenance of such Patent Rights, Progenics (i) shall ensure that Salix is promptly provided with all such information as Progenics may receive in respect of the prosecution and maintenance of such Patent Rights and with a full opportunity to participate in any consultations that may take place between Progenics and any Third Party holding the right to pursue prosecution and maintenance of such Patent Rights and (ii) shall exercise such rights as it does have in respect of the prosecution and maintenance of such Patent Rights in accordance with Salix’s directions. The Parties shall cause their respective patent rights, while the Exclusive License is in effect. Burcon shall consider ADM’s comments and recommendations during counsel to communicate no less frequently than [*] per [*] regarding the prosecution and maintenance of the Burcon Progenics Patent Rights, while Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Without limiting the Exclusive License is in effect, provided that all decisions in respect generality of the draftingforegoing, Salix shall provide to Progenics copies of all communications sent to and received from any patent office pertaining to Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights or Ono Collaboration Joint Patent Rights, including [*]. Whenever possible, Progenics shall be given at least [*] ([*]) Business Days prior to the earlier of the expiration of any shortened statutory period for response or anticipated filing to review and comment upon the text of any such communication. Salix shall also keep Progenics advised on the maintenance of any patents included within the Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights and provide Progenics with reasonable opportunity to comment on maintenance. In the event that the Parties’ respective patent counsel, after good faith discussions, cannot agree with respect to any decision to be made with respect to the preparation, filing, prosecution and maintenance of the Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Progenics Patent Rights, Burcon shall notify ADM within thirty (30) days of making such decision and ADM shall have the rightWyeth Collaboration Patent Rights, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Wyeth Collaboration Joint Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon or Ono Collaboration Joint Patent Rights (including decisions relating to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above[*], Burcon Salix shall cooperate with make such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such applicationdecision.

Patent Prosecution. As long as During the Exclusive License is in effectTerm, Burcon Licensee shall be responsible for have the draftingfirst right to prepare, filingfile, prosecution prosecute and maintenance maintain the Licensed Patents at its sole expense, using patent counsel of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted]its choice, provided that Burcon counsel shall not be responsible reasonably acceptable to draft, file or prosecute any of the Burcon Patent Rights listed in Schedule A Gladstone. Licensee agrees to (i) keep Gladstone reasonably informed as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent application to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of such patent rights, while the Exclusive License is in effect. Burcon shall consider ADM’s comments and recommendations during the prosecution and maintenance of the Burcon Patent Rights, while the Exclusive License is in effect, provided that all decisions in respect of the drafting, filing, prosecution and maintenance of the Burcon Patent Rights Licensed Patents, (ii) furnish to Gladstone copies of material documents relevant to such filing, prosecution and maintenance, and (iii) allow Gladstone a reasonable opportunity to comment on material documents filed with any patent office with respect to the Licensed Patents and consider in good xxxxx Xxxxxxxxx’x comments. To enable Licensee’s rights to prosecute and maintain the Licensed Patents and to aid Licensee in this process, Gladstone shall be provide information, execute and deliver documents and do other acts as Licensee shall reasonably requests from time to time in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated connection with the drafting, such filing, prosecution and maintenance of all patent rights specified the Licensed Patents. Licensee will reimburse Gladstone for Gladstone’s reasonable costs incurred in Schedule A. In the event Burcon failscomplying with such requests. If Licensee desires to abandon, while the Exclusive License is in effect, to cease prosecution or not maintain any Burcon Licensed Patent Rightsin any country in the Territory, Burcon then Licensee shall notify ADM within provide to Gladstone written notice of such determination at least thirty (30) days prior to the deadline for any filing that is required to avoid abandonment or lapse of making such decision and ADM patent or patent application, in which case Gladstone shall have the rightsole right to continue to prosecute and maintain such patent or patent application in the applicable country at Gladstone’s expense. Additionally, but not the obligationif Gladstone desires Licensee to file, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Patent Rights in a particular jurisdiction under this Section and no patents covering in the Products have issued Territory, a Licensed Patent that claims priority to (or is based on the subject matter of) another Licensed Patent, Gladstone may provide written notice to Licensee requesting that Licensee file such patent application in such jurisdiction. If Gladstone provides such written notice to Licensee, then the Semi-works Production Royalty rate described in Section 4.3(aLicensee shall either (i) file and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of prosecute such patent application and maintain any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued issuing thereon in such jurisdiction during the term of the License. In the event ADM desiresat Licensee’s sole expense, while the Exclusive License is in effect, or (ii) notify Gladstone that Licensee does not desire to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall cooperate with file such requests; provided that ADM agrees to pay all costs associated patent application and provide Gladstone with the prosecution opportunity to prepare, file and maintenance of prosecute such filings without deduction or offset to Royalties or other fees otherwise due hereunder, patent application and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rightsmaintain any patent issuing thereon at Gladstone’s expense. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the draftingGladstone assumes responsibility for preparing, filing, prosecution prosecuting, or maintaining any patents or patent application pursuant to this Section 5.1(a), then such patent or patent application shall thereafter cease to be within the Licensed Patents patent or patent application, and maintenance of Licensee shall no longer have any rights with respect to such patent or patent application.

Patent Prosecution. (1) As long as the Exclusive License is in effect, Burcon shall be responsible for the drafting, filing, prosecution and maintenance of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while provided that as long as the Exclusive License is in effect, to provide ADM Burcon shall bear all fees and expenses associated with copies the drafting, filing, prosecution and maintenance of all documents to be filed in connection with the prosecution of any patent application to provide ADM with a reasonable opportunity to commentBurcon Patent Rights. Burcon shall consult with ADM the Corporation with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of such patent rights, while the Exclusive License is in effect. Burcon shall consider ADMthe Corporation’s comments and recommendations during the prosecution and maintenance of the Burcon Patent Rights, while the Exclusive License is in effect, provided that all decisions in respect of the drafting, filing, prosecution and maintenance of the Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall notify ADM The Corporation within thirty (30) days of making such decision and ADM the Corporation shall have the right, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall cooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such application.

Patent Prosecution. As long Subject to WILDCAP’s timely reimbursement of patent expenses in accordance with the terms hereof, UNIVERSITY shall file, prosecute and maintain the U.S patents and patent applications, as well as any subsequent applications, comprising Patent Rights and shall provide all patent correspondence to WILDCAP and WILDCAP shall have opportunity to review and make timely comment. At UNIVERSITY’s option or at WILDCAP’s request, UNIVERSITY shall also file, prosecute and maintain Patent Rights and subsequent applications in jurisdictions outside of the Exclusive License is United States, if any, and shall provide all patent correspondence to WILDCAP which shall have an opportunity to review and make timely comment. WILDCAP shall have sixty (60) days following written inquiry from UNIVERSITY to make an election concerning specific applications in effectone or more foreign countries. WILDCAP may cease support of specific patents and patent applications by providing sixty (60) days prior written notice to UNIVERSITY of such action taken, Burcon and upon such notification said specific patents and patent applications shall cease to be included in Patent Rights and the corresponding jurisdiction in the Territory insofar as specific patents and patent applications are independently maintained by UNIVERSITY. WILDCAP shall be responsible for costs already incurred, including uncancellable obligations, by UNIVERSITY for the drafting, patent filing, prosecution and maintenance maintenance. Should WILDCAP cease support of specific patents and patent applications and should UNIVERSITY choose to independently maintain some or all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a those specific patents and patent in any such country. Burcon covenants applications independently and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent application to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of such patent rights, while the Exclusive License is in effect. Burcon shall consider ADMat UNIVERSITY’s comments and recommendations during the prosecution and maintenance of the Burcon expense (“Independent Patent Rights”), while the Exclusive License is UNIVERSITY will notify WILDCAP of its decision in effectwriting and WILDCAP, provided that all decisions in respect of the drafting, filing, prosecution its Affiliates and maintenance of the Burcon Patent Rights its sublicensees shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall notify ADM within have thirty (30) days of making such decision and ADM shall have to elect a non exclusive license, without the right, but not the obligationright to sublicense, to assume such maintenance Independent Patent Rights, in which case the royalty rate on Net Sales of Licensed Product or Licensed Method involving Independent Patent Rights shall be equal to one and to set-off against Royalties half times the royalty rate otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall cooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent application to provide Burcon with a reasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any such application.