Common use of Improvements Clause in Contracts

Improvements. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANY.

Improvements. The IMPROVEMENTS Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANYLicensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The IMPROVEMENTS Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS effectively evaluate the Improvement. Section 5.02 If Licensee wishes to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY include any Improvement Patents identified in an Improvement Notice as CONFIDENTIAL INFORMATION a Licensed Patent under this License Agreement, said disclosure Licensee shall provide written notice to occur within ninety Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (9030) days after receipt of an invention disclosure form the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSnotice will be a Licensed Patent under this License Agreement. (a) All right, WVURC hereby grants COMPANY the first option title and interest in and to enter into an exclusive any Improvement conceived, made or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY reduced to practice by Licensee during the Term of this License Agreement, and commercialize said jointly owned IMPROVEMENT. Any rights granted all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensee; and (ii) not be licensed to a jointly owned IMPROVEMENT will be royalty bearingLicensor, of a limited-termunless the parties otherwise specifically agree in writing. (b) All right, for COMPANY title and interest in and to makeany Improvement conceived, have made, use, sell, offer or reduced to sellpractice solely by Licensor during the Term of this License Agreement, and import any serviceall of Licensor’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, product made, or method covered by WVURC’s rights in reduced to practice, within the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree period commencing on the scope of IMPROVEMENTS Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such Improvements shall not be licensedlicensed to Licensee, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as unless the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended parties otherwise specifically agree in good faith upon written mutual agreement of both WVURC and COMPANYwriting.

Improvements. The IMPROVEMENTS (a) Each party shall notify the other party promptly of any sole or joint inventions directed to SUBJECT TECHNOLOGY Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly by WVURC and COMPANY invented Improvements shall be jointly assigned to and owned jointly by WVURC Licensee and COMPANY. The IMPROVEMENTS Licensor, and the rights of the parties with respect thereto shall be determined according to SUBJECT TECHNOLOGY the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by WVURC Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely owned by WVURC. The IMPROVEMENTS responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to SUBJECT TECHNOLOGY Improvements invented solely by COMPANY Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be owned responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by WVURC Licensee and COMPANYLicensor. Each PARTY Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall disclose have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other PARTY its IMPROVEMENTS party all right, title and interest in and to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure such patents or patent applications. The party electing to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will continue such activities shall be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead solely responsible for all matters and cost related costs relating to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYsuch activities.

Improvements. 4.1 Licensor and Licensee agree that they shall keep each other mutually informed of any Improvements to any Algae Biomass Technology for producing Licensed Products of which they become aware during the term hereof, whether they become aware of such Improvements through their own efforts or efforts of Sublicensees (“Improvements”). Licensor and Licensee shall inform one another of the nature and substance thereof within thirty (30) days following awareness of such Improvements. 4.2 The IMPROVEMENTS parties hereto agree that ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall hold the entire right, title, and interest in and to SUBJECT TECHNOLOGY invented jointly by WVURC any Improvements and COMPANY all Intellectual Property relating thereto. 4.3 Licensee shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to have the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreementright, said disclosure to occur within for a period of ninety (90) days after receipt of an invention disclosure form following a written communication to Licensee by Licensor describing the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSImprovements that have been reduced to practice, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right elect to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement include such Improvements within the WVU NEGOTIATION PERIODterms of this License Agreement whereby such Improvements shall become Elected Improvements. If Licensee fails or refuses to so elect, COMPANY’S Licensee hereby releases any rights under to such Improvements to Licensor and Licensor shall be free to commercialize such Improvements without accounting to Licensee. Should Licensee elect such Improvements and subsequently commercialize such Improvements, Licensee agrees to pay Royalties on such Improvements in accordance with Article III. 4.4 Licensor and Licensee agree to execute any documents or papers deemed necessary to effectuate the intent of this first option shall expire with respect Article IV and further to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD execute such documents or papers as may be extended in good faith upon written mutual agreement necessary for the prosecution of both WVURC and COMPANYany patents or applications for patents covering the elected Improvements.

Improvements. (a) The IMPROVEMENTS parties will form an advisory committee, consisting of the Investigator, relevant personnel working in his laboratory, and appropriate members of Company to SUBJECT TECHNOLOGY invented jointly discuss the Improvements and related data generated by WVURC the parties and COMPANY shall be owned jointly by WVURC the parties’ strategy and COMPANYgoals for research related to the Improvements. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely committee will meet quarterly in person or by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC telephone and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION will not have any decision-making authority under this Agreement. Company will be responsible for preparing meeting minutes and written action items [***] after each committee meeting. (b) To the extent there are no third party obligations, said disclosure to occur within ninety for a period of five (905) days after receipt of an invention disclosure form by years from the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC Effective Date Drexel hereby grants COMPANY to Company the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVUlicense Drexel’s rights in each Improvement (including each Improvement made solely by Drexel and each Improvement made jointly owned IMPROVEMENT by Drexel and Company) (the “Option”), related patent rights and/or related know-how for [***] after Company has been notified of the existence of each such Improvement. Within [***] after Drexel receives written disclosure of any Improvement, Drexel will notify Company in order for COMPANY writing of such Improvement, furnishing Company a copy of any invention disclosure and any related patent applications on a confidential basis. Drexel will take reasonable steps, consistent with its customary and usual practices, to practice ensure that any such notification to Company is made reasonably before the occurrence of any disclosure or other activity that might impair any patentability of such Improvement. Within [***] after receipt of such notice from Drexel, by written notice to Drexel Company may exercise the option to license such Improvement, related patent rights and/or related know-how, and commercialize said jointly owned IMPROVEMENTDrexel and Company shall negotiate in good faith to determine the terms of any such license agreement. Any rights granted to a jointly owned IMPROVEMENT The parties agree that the terms of such license agreement will be royalty bearingdetermined, of a limited-termin part, for COMPANY by taking into account comparable transactions in the marketplace, including but not limited to makeany comparable transactions between Company and Drexel, have made, use, sell, offer to sellincluding this Agreement, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENTwill provide for reasonable milestone and royalty payments for products subject to such license agreement and this Agreement. This option must be exercised by If Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days Drexel fail to negotiate and execute a license agreement within [***] after Company has been notified of such Improvement, Drexel shall be free to license the Improvement to any party upon such terms as ▇▇▇▇▇▇ ▇▇▇▇▇ appropriate without any further obligation to Company. For clarity, any license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection know-how will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issuenon-exclusive. The WVU NEGOTIATION PERIOD may be extended parties expressly agree that Drexel shall solely own all right, title and interest in good faith upon written mutual agreement of both WVURC and COMPANYto each Improvement, including any related patent rights and know-how, made jointly by Drexel and Company. Company does hereby agree to have all Company inventors who made an inventive contribution to such Improvements assign to Drexel all right, title and interest in all such inventive contributions.

Improvements. The 10.1 All IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly PRODUCTS that are developed, owned, or acquired (with the right to license) by WVURC and COMPANY LICENSOR shall be owned jointly by WVURC and COMPANYpromptly identified to LICENSEE. The LICENSEE shall have the right, at its sole election, to include such IMPROVEMENTS in PRODUCTS at the then current royalty rate. Upon request of LICENSEE, LICENSOR shall promptly provide all relevant information relating to such IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC LICENSEE including providing technical assistance and regulatory assistance to LICENSEE as provided for in Article 5. 10.2 LICENSOR shall promptly notify LICENSEE in writing whenever LICENSOR shall have developed new products, however, [*] shall have the right to perform preliminary studies and file for a United States patent application on the new product at his expense before LICENSOR is required to disclose the new product to LICENSEE. LICENSEE shall have ninety (90) days from the date of such notice to inform LICENSOR of its desire to license such product under reasonable terms and conditions to be solely owned by WVURCmutually agreed upon. The IMPROVEMENTS If LICENSEE and LICENSOR are unable to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC agree on suitable terms and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur conditions for such license within ninety (90) days after receipt from the end of an invention disclosure form by the inventing PARTY from its personnelsuch first ninety-day period, LICENSOR shall be free to negotiate with third parties. For jointly owned IMPROVEMENTSHowever, WVURC hereby grants COMPANY the first option prior to enter into an exclusive or non-exclusive royalty bearing licenseexecuting a license with any third party on terms more favorable than those last offered to LICENSEE for such products, with LICENSEE shall have the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY license such Products under the same terms and conditions to practice the terms and commercialize said jointly owned IMPROVEMENT. Any rights conditions LICENSOR would have granted to such third party. All disclosures of new information and products under this Section 10.2 shall be under suitable terms of confidentiality and a jointly owned IMPROVEMENT will separate non-disclosure agreement shall be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered executed by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought parties for each IMPROVEMENT, and such new product. 10.3 Exhibit A-2 is a list of pending patent applications on current new products which PARTY will serve as the lead LICENSOR is providing to LICENSEE for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENTreview. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with With respect to the IMPROVEMENT(Spatent applications listed on Exhibit A-2 only, LICENSEE shall have the earlier of ninety (90) at issue. The WVU NEGOTIATION PERIOD may be extended days from the issuance of the United States patent or one hundred fifty (150) days from the execution of this Agreement to inform LICENSOR of its desire to include such patent applications or patents in good faith upon written mutual agreement of both WVURC and COMPANYthe license granted herein with running royalty payments as provided for in Section 3.

Improvements. 5.1 The IMPROVEMENTS Licensee undertakes that subject to SUBJECT TECHNOLOGY invented jointly any obligations as to confidence, the Licensee must immediately Disclose to the Licensor any Improvements created or developed by, for or on behalf of the Licensee upon it becoming aware that an Improvement has been or may be created or developed. *** Certain confidential information contained in this document, marked by WVURC brackets, has been omitted and COMPANY filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5.2 In consideration of the rights granted under Clause 2 with respect to Disclosure of the Licensed Know-How, Licensed Patents, and/or the [***] all Intellectual Property in Improvements shall vest in and be owned jointly by WVURC and COMPANYthe Licensor. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose Licensee hereby assigns to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing licenseLicensor, with full title guarantee (subject only to the obligation to assign to Licensor), such rights, title and interest in and to any Intellectual Property in any Improvements it owns or will own, together with any related rights and powers arising or accrued, including but not limited to the rights to ▇▇▇ for damages (and the right to subretain any damages obtained) for all past infringements. To the extent that any assignment of future rights is prevented by law, the Licensee shall hold any such right on trust for the Licensor absolutely until such purported transfer of rights is perfected. The Licensee further agrees to execute or procure the execution of such deeds or documents and do or procure the doing of such acts and things as may be necessary or desirable to perfect the transfer of title to the Licensor or effect the recording or registration of the assignment of any such Intellectual Property to the Licensor (all reasonable costs incurred by the Licensee in providing such co-license, operation shall be paid for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENTby the Licensor). Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license such Improvement transferred to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES Licensor hereunder shall agree on the scope be considered Licensed Know-How and/or Licensed Patents for purposes of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYTTL Agreement.

Improvements. The IMPROVEMENTS 6.3.1 LICENSEE shall disclose to SUBJECT TECHNOLOGY invented jointly LICENSOR any and all improvements made by WVURC or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and COMPANY all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSOR with the opportunity to review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR, at LICENSOR’s expense, to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all improvements to the Licensed Technology which are jointly made by WVURC LICENSOR and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC LICENSEE (which shall also be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY included within “Licensee Improvements”), shall be owned jointly by WVURC LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and COMPANY. Each PARTY take such acts as are reasonably requested by LICENSEE, at LICENSEE’s expense, to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and to publish. 6.3.6 All Licensor Improvements shall disclose automatically become subject to the other PARTY its IMPROVEMENTS license granted in Section 2.1 above and any patent rights therein shall be deemed to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under be Licensed Patents for the purposes of this Agreement, said disclosure subject to occur within ninety (90) days after receipt the same rights and obligations applicable to Licensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or a non-exclusive royalty bearing licenseexclusive, with the right to sub-licensesublicensable, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY worldwide license to make, have made, use, sellperform, sell or offer to sell, and import for sale any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt such jointly made Licensee Improvements outside of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANYField, COMPANY shall have one hundred subject to a commercially reasonable royalty and twenty (120) calendar days to negotiate and execute a all other customary license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS provisions to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended negotiated in good faith upon written mutual agreement by the parties. Notwithstanding the foregoing, and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to the Employment Agreement and the Consulting Agreements described in the preamble to this Agreement in the Field shall be “work made for hire” and will be owned solely by and assigned to the LICENSEE. LICENSEE understands and acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of both WVURC and COMPANYownership by LICENSEE pursuant to this Section 6.3.7.

Improvements. The IMPROVEMENTS Licensor and Licensee agree to SUBJECT TECHNOLOGY invented jointly by WVURC the following provisions regarding Joint Improvements, Licensor Improvements, and COMPANY Licensee Improvements: (a) Joint Improvements shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURCthe Parties. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANYEither Party shall, promptly upon making any Joint Improvement, inform the other Party of such Joint Improvement in reasonable detail in writing. Each PARTY shall disclose Party hereby grants the other Party a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, sublicensable license under such Party’s rights in any Joint Improvement to utilize, employ, practice and/or otherwise exploit all Joint Improvements without any duty of accounting to the other PARTY Party or any duty or obligation to obtain the other Party’s consent to any sublicensing or other exploitation of any Joint Improvement. If any of the Joint Improvements are patentable and the Parties agree to file a patent application for such Joint Improvement, the Parties shall discuss in good faith the prosecution of the patent and the payment of prosecution and maintenance fees. (b) All Licensee Improvements shall constitute Confidential Information of Licensee and shall be subject to the confidentiality provisions set forth in Section 16 (provided that the foregoing does not limit Licensor’s right to exercise its IMPROVEMENTS license right to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under Licensee Improvements set forth in this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnelSection 7.1(b)). For jointly owned IMPROVEMENTS, WVURC Licensee hereby grants COMPANY the first option to enter into an exclusive or Licensor and its Affiliates a non-exclusive royalty bearing licenseexclusive, with the right fully-paid, royalty-free, perpetual (subject to sub-licenseSection 14.7), for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY irrevocable (subject to Section 14.7), sublicensable license to utilize, employ, practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY and/or otherwise exploit (including to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty products and services) all Licensee Improvements (60i) calendar days after COMPANY’S receipt outside of the disclosure Territory, in any field and (ii) within the Territory, outside of the applicable IMPROVEMENTField (except that Licensor may exploit such improvements with Refusing Manufacturers in accordance with Section 2.6(b) within the Field) during the Term and any in field after the Term. (c) All Licensor Improvements shall constitute Confidential Information of Licensor and shall be subject to the confidentiality provisions set forth in Section 16. Upon exercise If requested by Licensee, Licensor shall grant Licensee and its wholly owned subsidiaries under the Licensor Improvements a license that is non-exclusive but that is otherwise consistent with the terms of the option by COMPANYlicense granted in Section 2.1, COMPANY shall have one hundred without compensation for a period of [***] from the Effective Date, and twenty (120) calendar days to negotiate and execute a license thereafter, subject to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree Parties’ agreement on the scope of IMPROVEMENTS compensation for such improvements pursuant to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYSection 7.3.

Improvements. The IMPROVEMENTS 6.1 Licensee will timely inform Licensor, in writing, of any improvements, changes, advances and/or modifications to SUBJECT TECHNOLOGY invented jointly the Licensed Products or Licensed Technology, and the purpose(s) therefor, made by WVURC Licensee. Any and COMPANY all such improvements, changes, advances and/or modifications to the Licensed Products or Licensed Technology made by Licensee ("Licensee Improvements") shall be co-owned jointly equally by WVURC Licensor and COMPANYLicensee. The IMPROVEMENTS Licensee may, at its own expense, file US and foreign patent applications to SUBJECT TECHNOLOGY invented solely by WVURC patent the Licensee Improvements and shall be solely owned by WVURC. The IMPROVEMENTS assign a 50% ownership interest in all US and foreign patent applications and patents for the Licensee Improvements to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENTLicensor. In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇ is a contributing inventor (co-inventor) of any claimed inventions in such US and foreign patent applications, the PARTIES fail parties agree that ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as the first inventor in such patent application, including in all legal documents relating to reach these patent applications filed by the Licensee; unless such claims comprise less than 25% of all claims made in the application, in which case he will be provided in second position. Licensee will have exclusive rights to use any Licensee Improvements for stationary W2P and WHR Applications, and shall continue to pay Royalties to Licensor per Addendum A. Licensor shall have a mutually acceptable license agreement within royalty-free right to use the WVU NEGOTIATION PERIODpatented and non-patented Licensee Improvements for all applications with the exception of stationary W2P and WHR Applications. In the instance of a bankruptcy or other liquidation by either Licensee or Licensor, COMPANY’S rights then the bankrupt party’s 50% ownership of the Licensee Improvements will automatically vest back to the other non-bankrupt party, who shall thereafter own 100% of such Licensee Improvements. A Licensee Improvement is defined as a refinement, optimization or other modification to the core methods and approaches to the Cyclone Engines devised by Cyclone. Further, a Licensee Improvement is built on an already existing or future Patent claim by Cyclone, but makes such claim better in any manner. WHE may file a new patent application covering any improvements to the WHE-DR engine design that WHE is working on as of the date of this Agreement. This new patent filing will be owned 50:50 by Cyclone and WHE as a Licensee Improvement, and shall be covered in the definition of the Licensed Technology in this Agreement (meaning, Royalties will be payable on the sale of engines using this Generation 1 design and all Licensee Improvements thereto). ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as “first inventor” in any such patent application filed by WHE for the WHE-DR engine as set forth in this paragraph. Licensee shall be responsible for costs of patent filings and maintenance for such Licensee Improvements in the US and also internationally where Licensee choses to file. If Licensee fails to maintain issued patents on such Licensee Improvements in the US (subject to allowable cure periods under US patent law), then Licensor may assume 100% ownership of such Licensee Improvements if Licensor pays for such maintenance fees; however, such Licensee Improvements will still be covered under this first option shall expire Agreement. 6.2 Licensor have and will continue to have sole and absolute discretion to make decisions with respect to the IMPROVEMENT(Sprocurement and prosecution of the patents and patent applications for the Licensed Technology, except as provided in Section 6.1 above, including the right to abandon any such patent application, provided the abandonment does not materially harm the business or operations of Licensee. Licensor’s abandonment of or any failure to obtain or maintain an issued patent originating from any of the patents or patent applications will not relieve or release Licensee from its obligation to pay the License Fees and Royalty provided in this Agreement, provided the abandonment does not materially harm the business or operations of Licensee. 6.3 Licensee will not contest the validity or enforceability of any patents that issue from or as a result of any of the patents or patent applications for the License Technology or any continuations, divisionals or continuations-in-part of such applications. Licensee will not assert as a defense in any litigation with respect to Licensed Products that any patents that issue from or as a result of any of the patent applications (including any continuations, divisionals or continuations-in-part of such applications) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYare invalid or unenforceable.

Improvements. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly (a) Immtech agrees that all Improvements developed by WVURC and COMPANY Immtech during the term of this Agreement shall be owned jointly by WVURC made available on the same basis and COMPANYunder the same terms as set forth in this Agreement at no additional cost to Criticare. The IMPROVEMENTS Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to SUBJECT TECHNOLOGY invented solely by WVURC disclose such Improvement to Criticare, and at Criticare's option such Improvements may be included in this Agreement and/or Products. (b) If Criticare requests Immtech, in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be solely owned responsible for all out of pocket costs, including attorney fees, of filing and prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to maintain its rights thereunder. Immtech shall cooperate fully with the prosecution, maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY Criticare during the term of this Agreement shall be owned jointly by WVURC made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and COMPANY. Each PARTY shall disclose to at Immtech's option may be included in Products and/or may be licensed from Criticare on the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY same basis and under the same terms as CONFIDENTIAL INFORMATION under set forth in this Agreement. (d) Upon termination of the term of this Agreement, said disclosure Criticare's rights to occur within ninety (90) days after receipt continue use of an invention disclosure form Immtech's Improvements shall be limited by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensedImmtech Patent Rights existing upon termination. Likewise, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance upon termination of the IMPROVEMENT. In term of this agreement, Immtech's rights to continue use of Criticare's Improvements shall be limited by the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S scope of Criticare's patent rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith existing upon written mutual agreement of both WVURC and COMPANYtermination.

Improvements. The IMPROVEMENTS (a) Each party shall notify the other party promptly of any sole or joint inventions directed to SUBJECT TECHNOLOGY invented jointly by WVURC Improvements under such party's control. (b) As between the parties, Licensee shall own all right, title and COMPANY shall be owned jointly by WVURC interest in and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY Improvements invented solely by WVURC Licensee’s employees or contractors and Licensor shall own all right, title and interest in and to Improvements invented solely by Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the term of this Agreement, either party shall have the liberty to freely practice Improvements in its respective territories. (c) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.4 shall apply. (d) Following expiration or termination of this Agreement, Licensor shall be solely owned by WVURC. The IMPROVEMENTS responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to SUBJECT TECHNOLOGY Improvements invented solely by COMPANY Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (e) During the term of this Agreement, Licensee shall be owned responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by WVURC Licensee and COMPANYLicensor. Each PARTY Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall disclose have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (f) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (g) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.2(g), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other PARTY its IMPROVEMENTS party all right, title and interest in and to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure such patents or patent applications. The party electing to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will continue such activities shall be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead solely responsible for all matters and cost related costs relating to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYsuch activities.

Improvements. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY (i) During the term of this Agreement, VaccGen shall disclose to InterCell, in writing, all VaccGen Improvements, whether patentable or not, if any. With respect to all VaccGen Improvements disclosed under this Section 5.2(1), such VaccGen Improvements shall be automatically included under the other PARTY terms and conditions of this Agreement, including without limitation the license grant to InterCell in Section 2.1. (ii) During the term of this Agreement, InterCell shall disclose to VaccGen, in writing, all InterCell Improvements, whether patentable or not, if any. With respect to all InterCell Improvements disclosed under this Section 5.2(ii), when InterCell has so promptly disclosed, InterCell will assign its IMPROVEMENTS rights in, to SUBJECT TECHNOLOGY and under any such InterCell Improvements to Cheil and such InterCell Improvements shall be included under the terms and conditions of this Agreement, including without limitation the license grant to InterCell in Section 2.1. (iii) In accordance with the Cheil License Agreement, Cheil and VaccGen shall have the first and second options, respectively, of filing, prosecuting and maintaining any patent applications, at their cost and expense, regarding Improvements disclosed under Section 5.2(i) and (ii). VaccGen shall provide InterCell with all material documentation and correspondence from, sent to or filed with patent offices regarding such patent applications and with a reasonable opportunity to review and comment upon all filings with such patent offices in advance. VaccGen shall reasonably consult with InterCell with respect thereto and raise InterCell’s comments and concerns thereto with Cheil. Title to any such patent applications and any patents issuing therefrom on such Improvements shall be in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively licensed to InterCell in the Territory under the terms and conditions of this Agreement, including without limitation the license grant in Section 2.1. (iv) If VaccGen and Cheil elect not to file, prosecute or maintain any such patent applications or patents on such Improvements, then InterCell shall have the right, but not the obligation, to file, prosecute and maintain any such patent applications or patents on such Improvements at its own expense. Title to any such patents on such Improvements shall be in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively sublicensed to InterCell in the Territory under the terms and conditions of this Agreement. InterCell shall be entitled to deduct any amounts it incurs as CONFIDENTIAL INFORMATION a result of its filing, prosecution or maintenance of any patent applications or patents under this Section 5.2(iv) from any amounts due to VaccGen under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANY.

Improvements. The IMPROVEMENTS LICENSEE will not place any equipment or property on and will make no alterations, modifications, additions, or improvements to SUBJECT TECHNOLOGY invented jointly any portion of the premise without the LICENSOR’S prior written consent. All approved equipment, property, alterations, modifications, additions, or improvements will be placed, maintained, and performed at LICENSEE’S expense and in a good and workmanlike manner utilizing quality materials, by WVURC and COMPANY a licensed contractor approved by the LICENSOR. All approved equipment, property, alterations, modifications, fixed additions, appurtenant additions, or improvements shall be owned jointly listed on a separate schedule marked as and entitled “Other Premise Improvements” which will be attached to this Agreement and updated from time to time by WVURC and COMPANYwritten, signed amendment. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC All such approved equipment, property, alterations, modifications, fixed additions, appurtenant additions, or improvements shall be solely owned by WVURCmaintained in a safe condition and be free of and not result in any liens or encumbrances on the premise, docks or any other LICENSOR property, and conform and comply with all applicable codes, laws, regulations and ordinances. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose Upon termination of the License, LICENSEE will remove promptly equipment, property, any non-appurtenant improvements not affixed to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this AgreementPremise, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form modifications; additions or alterations identified by the inventing PARTY from LICENSOR for removal and will restore the Premise to its personnelprior condition, reasonable wear and tear excepted. For jointly owned IMPROVEMENTSAny equipment, WVURC hereby grants COMPANY property, fixed improvements, Premise modifications, Premise additions, or Premise alterations made by LICENSEE that the first option LICENSOR does not require to enter into an exclusive or non-exclusive royalty bearing license, with be removed shall become the property of the LICENSOR. (a) Signs and Advertising. LICENSOR reserves the right to sub-licenseapprove or deny any sign within the Premises. With LICENSOR approval, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY LICENSEE will have the right to practice and commercialize said jointly owned IMPROVEMENTplace, non- permanent single day, temporary signage within Premises as allowed by city sign ordinance (Unified Development Ordinance – Signs). Any rights granted LICENSEE shall have no right to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY place advertising within the dock area without written permission from the LICENSOR. The LICENSOR reserves the right to make, have made, use, sell, offer approve the method that LICENSEE uses to sell, and import affix any service, product or method covered temporary signs. All signage utilized by WVURC’s rights in the applicable IMPROVEMENT. This option LICENSEE must be exercised approved by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license application to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope LICENSOR’S Department of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, Planning and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYInspections.

Improvements. The IMPROVEMENTS (a) Licensor shall promptly inform Licensee of all future Know-How and Improvements developed or, to SUBJECT TECHNOLOGY invented jointly the extent Licensor is permitted to grant a sublicense to Licensee, acquired by WVURC Licensor during the duration of this Agreement. All such future Know-How and COMPANY Improvements shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC deemed included under the license granted herein without any additional Royalty or other payments. (b) Licensee shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall promptly disclose to Licensor any future know-how, improvements and other information developed or, to the other PARTY its IMPROVEMENTS extent Licensee is permitted to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under grant a sublicense to Licensor, acquired by Licensee during the duration of this Agreement that are necessary or useful to the Sale of the Products ("Licensee Improvements"). Licensee hereby grants Licensor a non- exclusive, royalty-free, perpetual, non-transferable license, with right to sublicense by Licensor (subject to the condition of reciprocity set forth in Section 6.7(c) below) to Sell Products covered by any and all Licensee Improvements (whether patented, patentable or otherwise) developed or, to the extent Licensee is permitted to grant a sublicense to Licensor, acquired by Licensee during the duration of this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license subject to the IMPROVEMENT restrictions contained in Section 6.4 hereof as long as such restrictions are applicable to Licensor. Licensee shall obtain written agreement of its employees, subcontractors and agents, to the reasonable satisfaction of Licensor to execute and deliver to Licensee assignments of all such Licensee Improvements developed by them. (c) Notwithstanding the “WVU Negotiation Period”). During provisions of Section 6.7(b) above, Licensor may not grant a third party a sublicense to Licensee's Improvements to sell Products unless each such sublicensee agrees to permit their future know-how, improvements and other information necessary or useful to the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope Sale of IMPROVEMENTS Products and licensed to Licensor to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related sublicensed to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach Licensee by Licensor on a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYreciprocal basis.

Improvements. i. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly Improvements generated by WVURC and COMPANY Licensee alone, shall be owned by the Licensee. Improvements generated by Licensee with the participation of any other natural person performing for Licensee as an employee or any type of contractor shall be considered as the Improvements generated by Licensee alone, unless the applicable law provides otherwise. Licensee shall notify any such Improvements to Licensor and disclose to Licensor an overall description. Such disclosure will be made in writing within a reasonable time after such Improvement is generated ii. The Improvements generated jointly by WVURC Licensee and COMPANYLicensor, shall be co-owned by Licensee and Licensor equally. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC rules governing the management and exploitation of those Improvements (including the financial conditions of this exploitation) shall be solely owned defined in the specific agreement which led to the said Improvements. If there is no specific agreement in place, the management and exploitation shall be subject to the same rules as the Patent Rights. This applies to Improvements generated jointly by WVURCLicensee and the Licensor. Notwithstanding the foregoing, the Parties agree to use their best efforts to reach an agreement concerning the ownership of such Improvements. iii. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely Improvements generated by COMPANY Licensor alone, shall be owned jointly by WVURC and COMPANYLicensor. Each PARTY shall Notwithstanding the foregoing, Licensor undertake to disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said Licensee in reasonable detail all Improvements. Such disclosure to occur will be made in writing within ninety (90) days a reasonable time after such Improvement is generated. After receipt of an invention disclosure form by the inventing PARTY such disclosure, Licensee shall benefit from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first a three (3) months’ exclusive option to enter into include such Improvements in the same scope of the License, in which case, the Improvements will become an exclusive or non-exclusive royalty bearing licenseintegral part of this Agreement and paid as part of the Royalties. If Licensor does not receive the written notice within the three (3) months’ period, with the right then Licensor will be free to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY use such Improvements and grant licenses thereto at its sole discretion to practice and commercialize said jointly owned IMPROVEMENTthird parties. This applies to Improvements generated by Licensor together. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearingand all conditions set forth in this article apply only upon their compliance with superseding conditions of financing i.g., research grants, used for development of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYsuch Improvements.

Improvements. The IMPROVEMENTS (a) In the event that Licensor develops Improvements to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY the Licensed IP, such Improvements shall be owned jointly by WVURC and COMPANYdeemed to be within the definition of the Licensed IP granted to Licensee hereunder. The IMPROVEMENTS Further, to SUBJECT TECHNOLOGY invented solely by WVURC the extent that Licensor or Licensee develops Improvements to the Licensed IP, each party shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall promptly disclose to the other PARTY its IMPROVEMENTS Party all such Improvements. (b) Licensee acknowledges and agrees that all inventions and patent applications arising from Improvements to SUBJECT TECHNOLOGY the Licensed IP made or developed by Licensee outside of the Footwear Field shall be the property of Licensor. Further, for any Improvements to the Licensed IP outside of the Footwear Field developed by Licensee, Licensee shall execute and deliver to Licensor any and all documents reasonably required by Licensor to vest in Licensor all right, title and interest in and to such Improvements to the Licensed IP. Licensee hereby appoints Licensor as CONFIDENTIAL INFORMATION under this AgreementLicensee's attorney in fact to execute and deliver on behalf of Licensee any and all documents which may be necessary or desirable to vest in Licensor all right, said disclosure title and interest in and to occur such Improvements to the Licensed IP outside of the Footwear Field. (c) To the extent that Licensee develops Improvements within ninety (90) days after receipt the Footwear Field, Licensor acknowledges and agrees that Licensee shall be allowed to pursue and have ownership of an invention disclosure form inventions and patent applications from such Improvements within the Footwear Field made or developed by Licensee. However, in the inventing PARTY event that Licensee elects to pursue a patent application in such Improvements within the Footwear Field and such patent applications are to claim priority to one or more of the patent applications included in the Intellectual Property purchased by Licensor from its personnelTDG, such patent applications shall be treated as a Future Continuations as defined in and governed by Section 3.1 below and shall be the property of Licensor. For jointly owned IMPROVEMENTSthe avoidance of doubt, WVURC hereby grants COMPANY patent applications pursued by Licensee toward Improvements within the first option Footwear Field that do not claim priority to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights patent applications included in the applicable IMPROVEMENT. This option must Intellectual Property purchased by Licensor from TDG shall be exercised by Company within sixty (60) calendar days after COMPANY’S receipt the property of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYLicensee.

Improvements. The IMPROVEMENTS (a) ARCH hereby grants to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS Licensee an option, without the payment of any additional consideration to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS ARCH, to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose include any Improvements within the licenses granted pursuant to Section 2.1 on the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under terms otherwise set forth in this Agreement. Licensee shall have the right, said disclosure once every ninety (90) days, to occur request from ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, either telephonically or in writing, information regarding the existence or nature of any Improvements, provided Licensee acknowledges and agrees that any failure of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to provide such information will not constitute a breach of this Agreement by ARCH. ARCH agrees to notify Licensee in writing of any Improvement within ninety (90) days of ARCH acquiring title to such Improvement, which notice shall describe the Improvement in general terms and shall be accompanied by a confidentiality agreement in reasonable form to be executed by Licensee. Upon the execution of such confidentiality agreement ARCH shall provide Licensee with sufficient details regarding the subject Improvement to allow Licensee to evaluate its commercial potential. (b) Licensee shall have an exclusive period of one hundred and eighty (180) days after receipt of detailed information concerning an invention disclosure form by Improvement in which to notify ARCH in writing of its desire to exercise its option with respect to such Improvement. If Licensee fails to deliver such notice within the inventing PARTY from applicable time, or notifies ARCH that it does not wish to exercise such option, Licensee shall have no further rights with respect to such Improvement of any kind or nature whatsoever. (c) If Licensee exercises its personnel. For jointly owned IMPROVEMENTSoption with respect to an Improvement, WVURC hereby grants COMPANY the first option to enter into Improvement shall thereafter be deemed an exclusive or non-exclusive royalty bearing license“Invention” for all purposes of this Agreement, with the right to sub-license, for WVUand ARCH’s and Licensee’s rights and obligations with respect thereto shall be as set forth in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENTthis Agreement. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearingLicensee agrees that it shall pay, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This at ARCH’S option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIODreimburse ARCH for, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire Patent Costs incurred with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement Licensed Patent Rights arising as a consequence of both WVURC and COMPANYany such Invention (including any Patent Costs for which ARCH is obligated to reimburse any governmental agency), whether incurred before or after the date on which Licensee exercises its option therefor.

Improvements. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly (a) Immtech agrees that all Improvements developed by WVURC and COMPANY Immtech during the term of this Agreement shall be owned jointly by WVURC made available on the same basis and COMPANYunder the same terms as set forth in this Agreement at no additional cost to Criticare. The IMPROVEMENTS Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to SUBJECT TECHNOLOGY invented solely by WVURC disclose such Improvement to Criticare, and at Criticare's option such Improvements may be included in this Agreement and/or Products. (b) If Criticare requests Immtech, in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be solely owned responsible for all out of pocket costs, including attorney fees, of filing and prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to maintain its rights thereunder. Immtech shall cooperate fully with the prosecution, maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY Criticare during the term of this Agreement shall be owned jointly by WVURC made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and COMPANY. Each PARTY shall disclose to at Immtech's option may be included in Products and/or may be licensed from Criticare on the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY same basis and under the same terms as CONFIDENTIAL INFORMATION under set forth in this Agreement. (d) Upon termination of the term of this Agreement, said disclosure Criticare's fights to occur within ninety (90) days after receipt continue use of an invention disclosure form Immtech's Improvements shall be limited by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensedImmtech Patent Rights existing upon termination. Likewise, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance upon termination of the IMPROVEMENT. In term of this agreement Immtech's rights to continue use of Criticare1s Improvements shall be limited by the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S scope of Criticare's patent rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith existing upon written mutual agreement of both WVURC and COMPANYtermination.

Improvements. The IMPROVEMENTS 6.3.1 LICENSEE shall disclose to SUBJECT TECHNOLOGY invented jointly LICENSOR any and all improvements made by WVURC or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and COMPANY all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR's obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSOR with the opportunity to review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and shall not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR, at LICENSOR’s expense, to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all improvements to the Licensed Technology which are jointly made by WVURC LICENSOR and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC LICENSEE (which shall also be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY included within “Licensee Improvements”), shall be owned jointly by WVURC LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and COMPANY. Each PARTY take such acts as are reasonably requested by LICENSEE, at LICENSEE’s expense, to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and to publish. 6.3.6 All Licensor Improvements shall disclose automatically become subject to the other PARTY its IMPROVEMENTS license granted in Section 2.1 above and any patent rights therein shall be deemed to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under be Licensed Patents for the purposes of this Agreement, said disclosure subject to occur within ninety (90) days after receipt the same rights and obligations applicable to Licensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or a non-exclusive royalty bearing licenseexclusive, with the right to sub-licensesublicensable, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY worldwide license to make, have made, use, sellperform, sell or offer to sell, and import for sale any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt such jointly made Licensee Improvements outside of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANYField, COMPANY shall have one hundred subject to a commercially reasonable royalty and twenty (120) calendar days to negotiate and execute a all other customary license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS provisions to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended negotiated in good faith upon written mutual agreement by the parties. Notwithstanding the foregoing, and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to the Employment Agreement and the Consulting Agreements described in the preamble to this Agreement in the Field shall be “work made for hire” and will be owned solely by and assigned to the LICENSEE. LICENSEE understands and acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of both WVURC and COMPANYownership by LICENSEE pursuant to this Section 6.3.7.

Improvements. The IMPROVEMENTS (a) Licensee shall have no right to SUBJECT TECHNOLOGY invented jointly by WVURC make any additional changes, alterations or improvements to the Property or License Area, unless College provides written permission to make such changes, alterations or improvements, which permission may be granted and COMPANY conditioned in the sole discretion of the College (“Improvements”). Any other Improvement, of which College has approved, shall be owned jointly accompanied by WVURC plans and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC specifications providing for the alteration, change or improvement, which plans and specifications shall be solely subject to the College’s approval. All construction or alterations shall be performed diligently and in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the Property. Licensee shall pay all costs related to the Improvements performed by it, or caused to be performed by it, on the Property as permitted by this Agreement. Nothing herein shall be interpreted as suggesting the College will allow Improvements at any time and Licensee enters into this Agreement with the understanding it must use the License Area in its as is condition without planning for any Improvements. (b) Licensee shall keep the Property and the Improvements free and clear of all mechanics’ liens resulting from construction and/or alterations performed by, for or at the request of Licensee, it being acknowledged and agreed that nothing herein is intended to state or imply that the Property is subject to mechanic’s liens, as the Property is and will continue to constitute real property owned by WVURCa public entity during the entire term of this Agreement. The IMPROVEMENTS Licensee shall do all things reasonably necessary to SUBJECT TECHNOLOGY invented solely by COMPANY prevent the filing of any such mechanic’s or other liens against the Property or the Improvements. If any such lien shall at any time be owned jointly by WVURC and COMPANY. Each PARTY filed against the Property and/or improvements thereon or therein, Licensee shall disclose cause the same to be discharged of record or bonded over to the other PARTY its IMPROVEMENTS satisfaction of the College within thirty (30) days from Licensee’s receipt of a copy of such lien. Licensee may not collateralize, obtain financing by securitization or borrow against the value of the Property. (c) Notwithstanding anything to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under the contrary stated or implied herein, Licensee shall not take any action or give any approval that will result in a change in the zoning of the Property that will be binding on the Property or impact or affect College after the expiration or earlier termination of this Agreement, said disclosure to occur within ninety (90) days or alter, eliminate or in any way modify any of the entitlements for the Property in any manner that will be binding on the Property or College after receipt the expiration or earlier termination of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSthis Agreement, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt case without prior written consent of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYCollege.

Improvements. The IMPROVEMENTS 5.1. As between the Parties, (i) Licensor shall own all of the Licensor Improvements, and any and all inventions, improvements, enhancements or modifications, conceived, reduced to SUBJECT TECHNOLOGY invented jointly practice, developed and/or made by WVURC it and/or for its own benefit after the Effective Date (including those based on the Licensee Improvements), and COMPANY (ii) Licensee shall own all Licensee Improvements and any and all inventions, improvements, enhancements or modifications, conceived, reduced to practice, developed and/or made by it and/or for its own benefit after the Effective Date (including those based on the Licensed Technology), in or outside the Field of License, provided, for the avoidance of doubt, that the practice and/or exploitation by Licensee of any Licensee Improvements shall be owned jointly limited to the Field of License or within the scope of the License and, provided further, for the avoidance of doubt, that the practice and/or exploitation by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC Licensor of any Licensee Improvements shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC outside the Field of License and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on outside the scope of IMPROVEMENTS the License. 5.2. Licensor undertakes to be licensed, where patent protection will be sought for each IMPROVEMENTdisclose and deliver to Licensee in a timely manner (as part of quarterly updates) any Licensor Improvements, and which PARTY will serve Licensee undertakes to disclose and deliver to Licensor in a timely manner any Licensee Improvements, with sufficient details and information (subject to and without derogating from the ownership provisions of Section ‎5.1 above and the confidentiality provisions of Section ‎15 below), so as to enable Licensee to utilize the lead for all matters Licensor Improvements under the License and cost related the Licensor to utilize the preparationLicensee Improvements under the Pluristem License, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYas applicable.

Improvements. The IMPROVEMENTS (a) Licensee agrees to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose notify Licensor of any changes, modifications or improvements to the other PARTY Licensed Products and/or the manufacturing process therefore that are accomplished by Licensee or its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under Sub-Licensees or Affiliates during the term of this Agreement, said disclosure within fourteen (14) days from the Licensee's accomplishment of such change, modification or improvement. All such changes, modifications or improvements to occur the Licensed Products and/or the manufacturing process therefore shall become the property of Licensor within ninety thirty (9030) days after receipt Licensee's accomplishment of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSsuch change, WVURC hereby grants COMPANY the first option to enter modification or improvement, and Licensee shall so provide in any agreements entered into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENTinventor thereof. Any rights granted such changed, modified or improved Licensed Products shall be deemed to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company included within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS the license granted hereunder to be licensedLicensee and subject to the terms of this Agreement. Within thirty (30) days after the accomplishment of any such change, where modification or improvement to the Licensed Products, Licensee agrees to cause the inventor thereof to assign to Licensor all of such inventor's right, title and interest in and to such change, modification or improvement, as well as in any patent protection will be sought for each IMPROVEMENTapplication, granted patent, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire reissue thereof with respect to such change, modification or improvement. (b) If, during the IMPROVEMENT(S) at issueterm of this Agreement, Licensor makes any further improvements in the Licensed Products or the mode of its use or becomes the owner of any new improvements in the Licensed Products through patent or otherwise, Licensor shall advise Licensee of such improvements(s), which shall be deemed to be included within the scope of the license granted hereunder to Licensee and subject to the terms of this Agreement. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement All changes, modifications and improvements to the Licensed Products that are accomplished by Licensor shall remain the property of both WVURC Licensor during and COMPANYafter the term of this Agreement.

Improvements. The IMPROVEMENTS (a) Each party shall notify the other, in confidence, promptly upon the development, creation or discovery of any Product Improvement Patent Rights. (b) Licensee and Licensor shall jointly own any Product Improvement Patent Rights claiming inventions developed by or on behalf of Licensee and/or Licensor during the term of this Agreement. Licensee shall have the sole and exclusive right to SUBJECT TECHNOLOGY invented jointly by WVURC Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and COMPANY an asterisk*, have been separately filed with the Commission. practice and license such Patent Rights in the Territory and Licensor shall be owned jointly by WVURC have the sole and COMPANYexclusive right to practice and license such Patent Rights in the SK Territory. The IMPROVEMENTS Without limiting Section 7.1, each party shall undertake such efforts to SUBJECT TECHNOLOGY invented solely by WVURC develop and commercialize such Patent Rights as it may deem appropriate in its sole discretion. (c) Notwithstanding the foregoing, [***] shall be solely owned by WVURC. The IMPROVEMENTS Licensor unless Licensee provides written notice to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this AgreementLicensor, said disclosure to occur within ninety (90) days after of its receipt of an invention disclosure form by filing notice from Licensor, of Licensee's election, at its sole discretion, to include such [***] as a "[***]." With regard to any [***] that Licensee declines to include as a [***] in accordance with the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSterms of this sub Section 7.4(c), WVURC Licensee shall not have any right or license hereunder to or under such [***]. (d) Licensee hereby grants COMPANY the first option grants, and shall grant, to enter into an exclusive or non-exclusive Licensor a non- exclusive, royalty bearing license, free license (with the right to subgrant sublicenses through multiple tiers) under Know-licenseHow related to the Licensed IP Rights and/or Products developed by or on behalf of Licensee, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY its Affiliates and Sublicensees, to practice conduct research and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearingdevelop, of a limited-term, for COMPANY to make, have made, use, selloffer for sale, offer sell and import Products in the SK Territory. (e) To the extent either party obtains any right, title or interest in any Patent Rights that are to sellbe owned jointly by the other party in accordance with the terms of this Agreement, such first party hereby assigns, and, to the extent such assignment cannot be made at present, agrees promptly to assign, to such second party a 50% undivided right, title and interest in and to such Patent Rights throughout the world. The first party shall execute and procure such documents, including short-form assignments and patent applications, and import any servicetake such other actions, product or method covered as may be reasonably requested from time to time by WVURC’s the second party to obtain for its own benefit intellectual property rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred any and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire countries with respect to such Patent Rights or otherwise to transfer or confirm rights in and to such Patent Rights for the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement benefit of both WVURC and COMPANYthe second party.

Improvements. The IMPROVEMENTS (a) Each party shall notify the other party promptly of any sole or joint inventions directed to SUBJECT TECHNOLOGY invented jointly by WVURC Improvements under such party’s Control. (b) As between the parties, Licensee shall own all rights, title and COMPANY shall be owned jointly by WVURC interests in and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY Improvements invented solely by WVURC Licensee’s employees or contractors and Licensor shall own all rights, title and interests in and to Improvements invented solely by Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the term of this Agreement, either party shall have the liberty to freely practice Improvements in its respective Territories. (c) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 9.1.4 shall apply. (d) Following expiration or termination of this Agreement, Licensor shall be solely owned by WVURC. The IMPROVEMENTS responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to SUBJECT TECHNOLOGY Improvements invented solely by COMPANY Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (e) During the term of this Agreement, Licensee shall be owned responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by WVURC Licensee and COMPANYLicensor. Each PARTY Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall disclose have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications to Licensor and (iii) such patents and patent applications shall no longer be subject to this Agreement. (f) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (g) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to Improvements jointly invented by the parties and for conducting interference, re­examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 9.2(g), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other PARTY its IMPROVEMENTS party all right, title and interest in and to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure such patents or patent applications. The party electing to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will continue such activities shall be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead solely responsible for all matters and cost related costs relating to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYsuch activities.

Improvements. Licensor shall make full and prompt disclosure to Licensee of any invention, improvement or modification made or acquired by Licensor with respect to any Licensed Products and shall notify Licensee of the filing of any patent application thereon. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly parties agree that any improvements on the Licensed Products or Other Products made during the term of this Agreement by WVURC the Licensor and COMPANY Licensee will be handled as follows: a. The improvements made by Licensor shall be owned jointly by WVURC added to the Agreement as Licensed Products, if Licensee elects to use such improvements and COMPANY. the Licensor shall have title thereto and the Licensee shall have all exclusive rights thereto as set forth in paragraph 2 hereof. b. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC Licensor shall whenever possible obtain patent protection on the improvements and all costs incident thetreto shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form borne by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSLicensor. c. If the Licensor should elect not to assume the costs of paragraph 7b, WVURC hereby grants COMPANY the first option Licensee may elect to enter into an exclusive or non-exclusive royalty bearing license, with assume the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice payment of the full costs and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s thereby acquire Licensor's rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. improvement. d. In the event the PARTIES Licensor shall fail or refuse to reach a mutually acceptable license agreement within prepare and file promptly any patent application, the WVU NEGOTIATION PERIODLicensee shall have the right to prepare and file the patent application, COMPANY’S and said application and patent shall become the property of Licensee. e. Licensee in its own discretion and at its own expense may determine to file patent applications in foreign countries in its own name, and the Licensor shall execute the necessary papers and documents therefor. f. The improvements made by Licensee to the Licensed Products or Other Products shall be owned by Licensee and Licensee shall have the exclusive rights under this first option shall expire with respect thereto including the right to use such improvements in manufacturing, marketing, selling or using the IMPROVEMENT(S) at issueLicensed Products, Other Products and the On-Off sprinkler heads and valves. The WVU NEGOTIATION PERIOD may Royalty payments therein shall be extended made in good faith upon written mutual agreement accordance with paragraph 4 hereof and on cessation of both WVURC royalty payments as provided in the last sentence of paragraph 4c hereof, Licensee shall continue to have the right to manufacture, market, sell and COMPANYuse such improvements without the paymeny of any royalty to Licensor.

Improvements. The IMPROVEMENTS 6.1 Should Licensee or any consultant or employee of Licensee during the term of this Agreement make or discover or conceive any improvement in connection with the Technology, whether patentable or not, which if practiced would constitute an infringement of any valid claim under any of the Patents (“Improvements”), Licensee may in its sole discretion disclose or cause the same to SUBJECT TECHNOLOGY invented jointly by WVURC be disclosed to GTRC, and COMPANY such Improvement shall be owned jointly by WVURC and COMPANYdeemed to be a part of the “Technology”. The IMPROVEMENTS foregoing notwithstanding, Licensee shall own all right, title and interest in any such Improvements and shall have the sole and exclusive right, but not the obligation, to SUBJECT TECHNOLOGY invented solely file, prosecute and maintain at its own cost and expense any patents or other protection with respect to such Improvements. Licensee in its sole discretion, may make available to GTRC and GIT any information or data necessary for the proper understanding or use of the Improvements it makes to the Technology and in its sole discretion may grant to GTRC and GIT an irrevocable, nonexclusive, royalty-free, nontransferable license to use the Improvements throughout the world for educational and research purposes only as practiced by WVURC GTRC and GIT and not for any commercial use or exploitation. 6.2 If GTRC makes or discovers or conceives of any Improvement through ▇▇▇▇ ▇▇▇▇▇, (other than Improvements described in Section 6.3 below), GTRC shall, subject to the rights any third party may have as a result of, but not limited to, sponsored research, disclose or cause the same to be disclosed to Licensee and any such Improvement shall be solely owned by WVURC. The IMPROVEMENTS deemed to SUBJECT TECHNOLOGY invented solely by COMPANY be included in the term “Technology” and to be included in this Agreement and be subject to the terms hereof and any application for letters patent or other equivalent protection made in respect thereof shall be owned jointly by WVURC and COMPANYtreated as if it were included in the term “Patents”. Each PARTY Licensee shall disclose to have the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first sole option to enter into an exclusive or non-exclusive royalty bearing licensefile, prosecute and maintain all patent applications relating to such Improvements. If Licensee exercises its option in accordance with this paragraph, Licensee shall be responsible for all costs, fees and expenses incurred in connection with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, prosecution and maintenance of such patent applications and the IMPROVEMENTmaintenance of any patents issuing therefrom. In the event the PARTIES fail that Licensee declines to reach a mutually acceptable license agreement file, prosecute or maintain any application or patent relating to such Improvements, Licensee shall give GTRC prompt notice of such decision. Thereafter, GTRC may, at its own expense, continue to prosecute or maintain such application or patent, which shall no longer be included within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect Patents. 6.3 Notwithstanding anything contained herein to the IMPROVEMENT(Scontrary, GTRC acknowledges that the Licensee intends to use ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each a “GTRC Affiliate and collectively the “GTRC Affiliates”) at issueto provide services as a consultant to the Licensee. The WVU NEGOTIATION PERIOD Parties expressly acknowledge and agree that ownership of any discovery or improvement to the Technology, whether patentable or not, developed by GTRC Affiliates or any other personnel of GIT and/or GTRC in the capacity of a consultant to Licensee shall be determined in accordance with, but not limited to, section 5.14 “Intellectual Property Policy” and section 5.2 “Conflict of Interest, Consulting, Disclosure” of the Georgia Tech Faculty Handbook (the “GT Handbook”) and Section 10 of this Agreement. The Parties further acknowledge and agree that for so long as the Consulting Agreement presently contemplated to be entered by and between ▇▇▇▇ ▇▇▇▇▇ and the Licensee (the “▇▇▇▇▇ Consulting Agreement”) is entered into in accordance with and in adherence to section 5.14 and section 5.2 of the Georgia Tech Faculty Handbook and for so long as the ▇▇▇▇ ▇▇▇▇▇’▇ services pursuant to the ▇▇▇▇▇ Consulting Agreement meets the requirements for “Individual Effort” as set forth in Section 5.14.6 of GT Handbook, the ownership of any work product, including any discovery or improvement relating to the Technology and intellectual property rights therein resulting from the Consulting Agreement may be extended assigned by ▇▇▇▇ ▇▇▇▇▇ to the Licensee as set forth in good faith upon written mutual agreement of both WVURC and COMPANYthe ▇▇▇▇▇ Consulting Agreement.

Improvements. The IMPROVEMENTS (a) All Equipment mounted on a roof or tower must be attached securely with approved mounts, hangers, and clamps as approved by the Licensor. All cables and wires entering or exiting equipment and/or buildings must do so in a manner approved by the Licensor. Failure to SUBJECT TECHNOLOGY invented jointly by WVURC correct any non-compliance with the terms and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under conditions of this Agreement, said disclosure to occur Paragraph within ninety three (903) days after receipt notice thereof is given to Licensee shall be cause for immediate termination of an invention disclosure form this License Agreement by Licensor at its sole discretion. Additionally no materials may be used in the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSinstallation, WVURC hereby grants COMPANY maintenance or upgrade of the first option to enter into an exclusive or non-exclusive royalty bearing licenseantennas, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sellcables, and import any servicewires that will cause corrosion, product rust, or method covered by WVURC’s rights in deterioration of the applicable IMPROVEMENT. This option building, roof, tower or appurtenances thereof. (b) Each antenna must be exercised identified by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENTa metal tag fastened securely to its mounting bracket. Upon exercise of the option by COMPANY, COMPANY Licensee shall have one hundred and twenty thirty (12030) calendar days from the date of this License Agreement to negotiate and execute a license to the IMPROVEMENT comply with this requirement. (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, c) Installation and maintenance of the IMPROVEMENTLicensee's Equipment shall be done at the Licensee's sole expense, using contractors having the applicable Licensor's prior approval, shall be in accordance with the standards and requirements of the Licensor, and shall be done under the Licensor's supervision and shall be subject to Licensor's final written approval, which shall not be unreasonably withheld. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIODThe supervision, COMPANY’S rights approval and other activities of Licensor under this first option Paragraph, however, shall expire not constitute the waiver of any term or condition of this License Agreement. Scheduling of and all work shall be coordinated with respect the Licensor. Any future maintenance involving antennas and transmission lines must be coordinated with Licensor within a reasonable time of not less than twenty-four (24) hours prior to work being done, except in case of emergency. Failure to comply with the IMPROVEMENT(Sterms and conditions of this Paragraph shall be cause for immediate termination of this License Agreement by Licensor at its sole discretion. (d) It is understood and agreed by and between the parties hereto that the Equipment shall, unless otherwise agreed in writing, remain the personal property of Licensee License Agreement and Licensee shall have the privilege and right to remove the same at issueany time during the term of this License Agreement, by contractors approved by Licensors (which approval shall not be unreasonably withheld) and in accordance with the terms of Section 6.11 of the Purchase Agreement and that certain Maintenance Agreement dated the date hereof between Licensee and ▇▇▇▇ Atlantic Network Services, Inc., on behalf of Licensors (the "Maintenance Agreement"). (e) Licensee agrees not to damage the Premises or any personal property or fixtures thereon in any way. The WVU NEGOTIATION PERIOD liability for any such damage, if committed, shall be the liability of Licensee in accordance with the Indemnification Paragraph 7. (f) It is agreed that any fixtures, structures, signs, or other improvements placed upon the Premises by Licensee other than the Equipment, may only be extended in good faith upon so placed with the express written mutual agreement approval of both WVURC and COMPANYLicensor.

Improvements. The IMPROVEMENTS All improvements to SUBJECT TECHNOLOGY invented jointly the Licensed Technology or the Retained Technology made solely by WVURC and COMPANY or for Licensee, its Affiliates, or Sublicensees (the “Licensee Improvements”) shall be owned jointly by WVURC and COMPANYLicensee. The IMPROVEMENTS Licensee shall promptly disclose in writing to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURCLicensor any Licensee Improvements. The IMPROVEMENTS Licensee hereby grants to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to Licensor a non-exclusive, worldwide (but excluding the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under Group B Countries during the term of this Agreement), said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSirrevocable, WVURC hereby grants COMPANY the first option to enter into an exclusive or nonperpetual, transferable, fully paid-exclusive royalty bearing up, royalty-free license, with the right to sub-licensegrant sublicenses (including granting sublicenses to Merck under the Merck License), for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY under any Licensee Improvements, including any patents issued, or patent applications filed, with respect to such improvements on such improvements. Such written disclosures on Licensee Improvements shall set forth sufficient data to allow Licensor to understand and practice and commercialize said jointly owned IMPROVEMENTthe Licensee Improvements. Any rights granted Licensee hereby grants to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This Licensor an exclusive option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a for an exclusive license to the IMPROVEMENT Licensee Improvements as follows: 2.4.1. Prior to offering any license for Licensee Improvements to any third party, Licensee will notify Licensor that Licensee is considering granting such rights to third parties. Licensor will have 90 days (or such longer period agreed upon by the “WVU Negotiation Period”)Parties) from receipt of such notice to notify Licensee that Licensor desires to initiate good faith negotiations with respect to exclusively licensing the Licensee Improvements described in Licensee’s notice. During the WVU NEGOTIATION PERIODUpon Licensee’s receipt of Licensor’s notice, the PARTIES shall agree on the scope Parties will negotiate in good faith for a period of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire 90 days with respect to the IMPROVEMENT(S) at issueterms and conditions of the exclusive license, including financial terms (such as upfront fees, milestones, annual fees, or other financial conditions). 2.4.2. The WVU NEGOTIATION PERIOD If Licensor does not notify Licensee within 90 days of receiving Licensee’s notice or if the Parties are unable to agree upon the terms of a license within 90 days of Licensee’s receipt of Licensor’s notice (as each such time period may be extended by the Parties), then Licensee shall be entitled to non-exclusively license the Licensee Improvements covered by the applicable notice to any third party. 2.4.3. Licensee agrees that Licensor may assign the foregoing option in good faith upon written mutual agreement of both WVURC and COMPANYwhole or in part to Merck.

Improvements. The IMPROVEMENTS 18.1 Without prejudice to SUBJECT TECHNOLOGY invented jointly Clause 3.2, if, during the Term, Juste develops or conceives any Improvement, then it shall forthwith notify Laxdale in writing of such Improvement and shall disclose all necessary information to permit exploitation by WVURC Laxdale of such Improvement in connection with the Licensed Product. 18.2 Laxdale shall have an irrevocable, perpetual, non-exclusive, worldwide royalty-free licence to use all Improvements which Juste is due to disclose to Laxdale in terms of Clause 18.1 and COMPANY to work under all IP Rights in respect thereof. 18.3 If during the Term, Laxdale conceives or develops any Major Improvement (as defined) Juste shall have the option to obtain a new licence and distribution agreement from Laxdale in relation to said Major Improvement and on terms no less favourable than those contained within this Agreement. Said agreement shall be owned jointly by WVURC subject to Juste being satisfied (acting reasonably) that any Major Improvement has successfully demonstrated a statistically significant improvement when compared to the Licensed Product in this Agreement and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC said option shall be solely owned exercisable by WVURC. The IMPROVEMENTS Juste on the following basis: 18.3.1 Laxdale shall give written notice to SUBJECT TECHNOLOGY invented solely by COMPANY Juste of the results from clinical trials for a product consisting of the Major Improvement and Juste shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety have fourteen (9014) days after receipt of an invention disclosure form by the inventing PARTY from to give written notice to Laxdale to exercise its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing licensenegotiations for a new licence and distribution agreement in relation to said Major Improvement. In the event no such notice is given to Laxdale by Juste, the option in this Clause 18.3 shall be deemed to have expired and it shall be at Laxdale’s sole discretion whether to enter negotiations with Juste. 18.3.2 Upon receipt by Laxdale of notice, in accordance with Clause 18.3.1, Laxdale and Juste shall negotiate, in good faith, the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, terms of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, licence and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty distribution agreement (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license subject always to the IMPROVEMENT (the “WVU Negotiation Period”terms of Clause 18.3). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail terms of an agreement have not been reached within eight (8) weeks of receipt by Laxdale of the foregoing notice from Juste, then all negotiations shall terminate and Laxdale shall be entitled in its sole discretion to reach appoint a mutually acceptable license agreement third party distributor in the Territory for a product that incorporates said Major Improvement. 18.4 If during the Term, Laxdale conceives or develops any Minor Improvement (as defined), Juste shall have the automatic right to have said Minor Improvement included within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect Field of Use and within the Territory and subject to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended same conditions as set forth in good faith upon written mutual agreement of both WVURC and COMPANYthis Agreement.

Improvements. The IMPROVEMENTS 7.1 Licensor may develop improvements applicable to SUBJECT TECHNOLOGY invented jointly by WVURC (i) the Product, (ii) the Frozen Formulation and COMPANY shall be owned jointly by WVURC (iii) Volume Variations, and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreementtheir manufacture, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form licensed by the inventing PARTY from its personnelFDA during the Manufacturing Period (the "Improvements"). For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY No such Improvements are included in the first option to enter into an exclusive license granted hereunder. 7.2 Licensor shall negotiate with Licensee for a royalty-bearing or non-exclusive royalty bearing license, with other license agreement (the "Improvement License") for the right to sub-license, use Improvements which have been developed by Licensor and licensed by the FDA for WVU’s rights sale in each jointly owned IMPROVEMENT in order for COMPANY the Territory during the Manufacturing Period. The field of use of such Improvement License shall be to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY use such Improvements to make, have made, use, sell, offer to sell, sell and import any service, product or method covered by WVURC’s rights Product and Frozen Formulation and Licensee's Volume Variations in the applicable IMPROVEMENTTerritory. This option must The Improvement License may be exercised royalty-bearing and shall be subject to such other terms and conditions (including field of use limitations) as the Licensor may request, provided that such terms shall be reasonable, commercial terms for the license. The Improvement License may be either exclusive or non-exclusive, as determined by Company Licensor. 7.3 Licensor shall, within sixty 30 days of the end of the Manufacturing Period, send the Licensee a letter notifying Licensee of any Improvements Licensor has developed and offering the Licensee the opportunity to negotiate for an Improvement License (60) calendar the "Improvement Letter"). The Improvement Letter shall set forth a name of person who the Licensor designates as its representative for the purpose of negotiating a license and the terms and conditions which Licensor proposes for the Improvement License. The Licensee shall within 45 days after COMPANY’S receipt the date of the disclosure Improvement Letter notify Licensee: (a) that it accepts the terms offered; (b) of its interest in negotiating the terms of the applicable IMPROVEMENT. Upon exercise of Improvement License in which case the option by COMPANY, COMPANY notice shall have one hundred name Licensee's negotiator and twenty the terms Licensee desires to negotiate; or (120c) calendar days that it waives its right to negotiate and execute a license to the IMPROVEMENT for such Improvements (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES which right shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In deemed waived in the event the PARTIES fail Licensee does not respond to the Improvement Letter within the 45-day period.) 7.4 If Licensee shall elect to negotiate the terms of an Improvement License pursuant to Section 7.3(b), the representatives shall arrange to meet within 15 days after the date of Licensee's notice and thereafter at the reasonable request of either party for a period of 45 days after the initial meeting and endeavor in good faith to reach a mutually acceptable license an agreement on the terms of an Improvement License. If the parties are unable to reach agreement or an Improvement License within such 45-day period, this Section 7 shall be deemed void as to such Improvements and the WVU NEGOTIATION PERIOD, COMPANY’S Licensee shall have no further rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended Agreement in good faith upon written mutual agreement of both WVURC and COMPANYsuch Improvements.

Improvements. The IMPROVEMENTS 8.1 If during the term of this Agreement CSIC shall develop any Improvements (other than under the Research Agreement referred to SUBJECT TECHNOLOGY invented jointly in clause 6.1.2 between CSIC and Midatech or any Affiliated Company), CSIC shall disclose as soon as reasonably practicable to Midatech the nature of such Improvement together with such other details as Midatech shall reasonably require in order to assess the Improvement for the purposes of this clause, and shall offer to licence the same by WVURC and COMPANY way of exclusive licence or, where Midatech is not prohibited by law to take an assignment of the Improvements, to assign such Improvement to Midatech, before offering to licence, assign or otherwise deal with the same with or for the benefit of any other person. Disclosure of the Improvement shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose subject to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) provisions of clause 9. 8.2 Midatech shall have 90 days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure details of the applicable IMPROVEMENT. Upon exercise Improvement described in clause 8.1 to assess the same and to notify CSIC whether it wishes to take a licence or assignment of all or any of such Improvement, and outlining the terms on which it is prepared to take such a licence. 8.3 If Midatech notifies CSIC that it wishes to take an assignment or licence of all or any of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to Improvement on or before the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance expiry of the IMPROVEMENT. In 90 day time limit in clause 8.2, then CSIC and Midatech shall negotiate the event terms of the PARTIES fail to reach a mutually acceptable license assignment or licence agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement including the payment of both WVURC a fair and COMPANYreasonable royalty to CSIC for the licence or assignment of such Improvement. 8.4 If the terms of the licence or assignment cannot be agreed between Midatech and CSIC within 90 days of the date Midatech notifies CSIC it wishes to take an assignment or licence of the Improvement either Party may discontinue negotiations by notice in writing to the other. If the negotiations are discontinued, CSIC may not offer the Improvement which is the subject of the negotiations to any other person on terms more favourable than those first offered to Midatech. 8.5 CSIC covenants to Midatech that it will, and shall procure that the inventors of any Improvements will, at the expense of Midatech, execute or sign as appropriate all such instruments, applications, documents and do all things as may reasonably be required by Midatech to enable Midatech (or any nominee of Midatech) to enjoy the full benefit of the property and rights in any Improvement licenced or assigned by CSIC in accordance with the provisions of this clause.

Improvements. The IMPROVEMENTS (a) If Licensor makes or acquires any Improvements to SUBJECT TECHNOLOGY invented jointly by WVURC the Licensed Product and COMPANY shall Licensor elects to make the Improvements available in the Market in the Territory and to Licensee, Licensor will notify Licensee in writing of the Improvements and such Improvements will form part of the Licensed Product and Licensee will be owned jointly by WVURC entitled to deal with such Improvements on the terms and COMPANY. The IMPROVEMENTS conditions of this agreement. (b) If Licensee is notified of a Improvement to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely the Licensed Product, Licensee must ensure that from the date of the notification Licensee only distributes, supplies, sells or exploits Licensed Products which include the Improvements. (c) Notwithstanding cl 6.2(b), Licensee is entitled to fill any orders for Licensed Product already taken with Licensed Product in stock which does not include the Improvements and Licensee is entitled to fill any new orders with existing stock of the Licensed Product. (d) If Licensee makes or acquires any modification or improvement to the Licensed Product, Licensee must immediately notify Licensor and any Intellectual Property Rights in the Improvements are owned by WVURC. The IMPROVEMENTS Licensee, but Licensee will allow Licensor to SUBJECT TECHNOLOGY invented solely work on the Improvements for the purposes of research only. (e) Licensee consents (and Licensee must procure the voluntary consent in writing of each natural person who is an author of any part of any Improvements referred to in cl 6.2(d)) in favour of Licensor, Licensor's licensees, assigns and successors in title and any person authorized by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose Licensor to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt performance of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive any act or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s omission which may otherwise infringe any moral rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt author of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYsuch Improvements.

Improvements. The IMPROVEMENTS 9.3.1. LICENSEE shall disclose to SUBJECT TECHNOLOGY invented jointly LICENSOR any and all improvements made by WVURC or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (“Licensee Improvements”). 9.3.2. LICENSOR shall disclose to LICENSEE any and COMPANY all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR as a result of activities engaged in pursuant to the terms of this Agreement. LICENSEE acknowledges, however, that this Agreement is a non-exclusive license and that LICENSOR has granted or will grant other licenses to third party(ies) for use of the Licensed Technology and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 9.3.3. LICENSEE shall not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information without first providing the LICENSOR with the opportunity to review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 9.3.4. All Licensor Improvements shall be owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. 9.3.5. All Licensee Improvements, or jointly made by WVURC LICENSOR and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY LICENSEE, shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose LICENSEE to the other PARTY its IMPROVEMENTS extent that such Licensee Improvements do not incorporate Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent right, to conduct further research and to publish. 9.3.6. All Licensor Improvements shall automatically become subject to the grant in Section 4.1 above and any patent rights therein shall be deemed to be Licensed Patent Rights for the purposes of this Agreement, said disclosure subject to occur within ninety (90) days after receipt the same rights and obligations applicable to Licensed Technology under the Agreement. 9.3.7. All Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTSa perpetual, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing licenseexclusive, with the right to sub-licensesublicensable, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY worldwide license to make, have made, use, sellperform, sell or offer to sell, and import for sale any service, product or method covered by WVURC’s rights Licensee Improvement in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt field of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANYclinical diagnostics applications using urine RNA express-based rebiopsy assays, COMPANY shall have one hundred and twenty (120) calendar days subject to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS commercially reasonable royalty to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, COMPANY’S rights under this first option shall expire with respect to the IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be extended negotiated in good faith upon written mutual agreement of both WVURC and COMPANYby the parties.

Improvements. The IMPROVEMENTS If an Improvement is created or discovered, the University will, as soon as reasonably possible after the Improvement becomes known to SUBJECT TECHNOLOGY invented jointly by WVURC the University’s Industry Liaison Office, take those steps that accord with its policies respecting protection and COMPANY shall be owned jointly by WVURC commercialization of Intellectual Property Rights thereto and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY Licensee in confidence a description of the Improvement, and if the Licensee provides to the University within forty-five (45) days of such disclosure written notice of its IMPROVEMENTS interest in licensing such Improvement, in whole or in part, then the Parties will: (a) work cooperatively to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur seek statutory protection for the same within ninety the forty five (9045) days after receipt the date of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, such notice in accordance with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice Patenting scheme hereof applied mutatis mutandis; and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, within the period of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have not more than one hundred and twenty (120) calendar days from the date of such notice, either (b) amend this Agreement by expanding the description of the licensed subject matter hereof to include such Improvement within the scope and license hereof; or (c) if commercial considerations related to differences between the natures of the Improvement and the invention(s) of Licensed Patents and/or other considerations reasonably suggest that licensing terms distinct from those hereof are reasonably warranted; (i) amend this Agreement by expanding the description of the licensed subject matter hereof to include such Improvement within the scope and license hereof, and make further amendments to this Agreement with a view to accommodating the interests of the Parties in respect of said differences; or (ii) negotiate in good faith a new and separate license agreement therefore that incorporates such distinct licensing terms. If the Licensee does not provide notice as described in this section 5.2 (above) or if the Parties are unable to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the scope of IMPROVEMENTS to be licensed, where patent protection will be sought for each IMPROVEMENT, and which PARTY will serve as the lead for all matters and cost related to the preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within terms in accordance with sub-section 5.2(c) then the WVU NEGOTIATION PERIODUniversity may, COMPANY’S rights under this first option shall expire with respect in its sole discretion and at its sole expense, but subject to repayment to the IMPROVEMENT(SLicensee of any costs of Patenting paid by it in respect of the Improvement, exercise all its rights and title in relation to the Improvement including continuing or abandoning Patenting and conveying interests for the exploitation thereof to a third party(ies) at issue. The WVU NEGOTIATION PERIOD may be extended in good faith upon written mutual agreement of both WVURC and COMPANYwithout encumbrance by or accounting to the Licensee, as if this Agreement had not been made.