Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by forwarding to Licensee copies of all official correspondence (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix A, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Rights.

Patent Prosecution and Maintenance. 8.1 Patent filings (a) LICENSEE, at its own expense, utilizing patent attorneys of its choice, shall be responsible for the filing, prosecution and prosecution maintenance of patent applications and patents within the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and in at least the following countries: [***]. Any such filings shall be in the name of UniversityUNIVERSITY and LICENSEE shall be acting in the best interest of UNIVERSITY in filing, prosecuting and maintaining the Patent Rights. University LICENSEE, or its patent counsel shall provide UNIVERSITY on an ongoing basis with copies of all documentation relating to such filing, prosecution and maintenance and UNIVERSITY shall keep Licensee this documentation confidential. (b) UNIVERSITY shall fully cooperate with LICENSEE in preparing, filing, prosecuting and Licensee’s counsel if requested by Licensee) advised as to maintaining any patent applications and patents in the Patent Rights. LICENSEE, or its patent counsel, shall consult with UNIVERSITY in all aspects of the preparation, filing, prosecution and maintenance of such applications by forwarding Patent Rights and shall provide [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Licensee the omitted portions. UNIVERSITY sufficient opportunity to comment on any document that LICENSEE intends to file or to cause to be filed with the relevant intellectual property or patent office. LICENSEE, or its patent counsel, shall provide UNIVERSITY on an ongoing basis with copies of all official correspondence (including, but not limited to, applications, Office Actions, responses, etc.) documentation relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University UNIVERSITY shall have keep this documentation confidential. (c) LICENSEE shall apply for an extension of the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance term of any patent in Patent Rights without if appropriate under the written consent of the LicenseeUS Drug Price Competition and Patent Term Restoration Act and/or European, Japanese and other foreign counterparts thereof. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee LICENSEE shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix A, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires prepare all documents for such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefitapplications, and UNIVERSITY shall execute such documents and take any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Rightsother additional action as LICENSEE may reasonably request in connection therewith.

Patent Prosecution and Maintenance. 8.1 Patent filings From and after the Effective Date of this Agreement, the provisions of this Section 6 will control the filing, prosecution and maintenance of the Licensed Patents. Licensee will direct and manage (i) the preparation, filing and prosecution of the United States and foreign patent applications arising from or relating to the Licensed Patents (including any interferences and foreign oppositions) and (ii) the maintenance of the Licensed Patents. The Institute and Licensee will select a patent attorney by mutual agreement. Patent Rights counsel may be changed only by mutual agreement of the parties. Effective as of the date of Amendment No. 1 to this Agreement, Institute and Licensee selected the attorneys of ▇▇▇▇▇ Day for handling Licensed Patents. Licensee and Institute shall adopt a prosecution strategy by mutual agreement. Thereafter, Licensee shall use all maintenance thereon reasonable efforts to implement such strategy or one consistent with Licensee’s commercial goals and interests, including amending any patent application to include claims deemed reasonably necessary by Licensee to protect products and/or processes contemplated to be used or sold under this Agreement. Institute shall be by counsel provided with copies of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as all documents relating to the prosecution filing, prosecution, and maintenance of Licensed Patents in sufficient time to review such applications by forwarding documents and comment thereon prior to Licensee copies of all official correspondence (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such prosecution and maintenancefiling, provided, however, that University shall have if Institute has not commented on such documents prior to the right to make deadline for filing a response with the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7relevant government patent office, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled free to seek specific performance in a court respond without consideration of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix A, Licensee shall designate in writing that country or those countries, if anyInstitute’s comments. If, in which Licensee desires such corresponding patent application(s) to Institute’s opinion, Licensee’s proposed activities are unreasonable or unnecessary in view of the likelihood of success or the value of the claims that might be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have issued as a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt result of such notificationactivities, 1. Failure to provide Except for the agreed upon amendments set forth herein, in all other respects the remaining terms and conditions of the Agreement shall remain in full force and effect as written. If there is a conflict between any notification provision of the Agreement and a provision of this Amendment, the terms of this Amendment shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Rightsprevail.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United States and, if available, foreign patents, and applications in Patent Rights using Gavrilovich, ▇▇▇▇ & ▇▇▇▇▇▇▇, LLP as counsel. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications under Patent Rights. UNIVERSITY shall provide LICENSEE with copies of all relevant documentation relating to such prosecution and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, however unless allowed by law, all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. Regular communication between the UNIVERSITY and LICENSEE shall take place regarding prosecution of the Patent Rights Rights. UNIVERSITY shall in good faith [***]. UNIVERSITY shall in any event control all patent filings and all maintenance thereon patent prosecution decisions and related filings (e.g., responses to office actions) shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee [***] (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by forwarding to Licensee copies of all official correspondence (includingincludes, but is not limited to, applicationsinterferences, Office Actionsoppositions and any other inter parts or ex parte matters originating in a patent office). (b) Should LICENSEE fail to maintain the Patent Costs or elect to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights, responses, etc.) relating thereto. Licensee LICENSEE shall have the right no further license with respect to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenancePatent Rights under this Agreement. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance Non-payment of any portion of Patent Rights without the written consent of the Licensee. In the event University breaches Costs with respect to any application or patent may be deemed by UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled with respect to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix A, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided UNIVERSITY has given LICENSEE a ninety (90) day notice to cure and that Licensee pays for all costs incurred up period has run. UNIVERSITY is not obligated at any time to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such in a country, where, for that country’s patent applications application or patent and/or apply LICENSEE is not paying Patent Costs, or to the particular countryfile, shall terminate and the parties shall amend Appendix A prosecute, or maintain Patent Rights to include the then current Patent Rightswhich LICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the for all Patent Rights and all maintenance thereon licensed hereunder to Licensee shall be by counsel of University’s choosing choosing, subject to Licensee’s consent (such consent not to be unreasonably withheld) and shall be in the name of University, according to U.S. patent law. University and Licensee shall keep Licensee (meet as needed with such patent counsel to determine and Licensee’s counsel if requested by Licensee) advised as to implement a strategy for the preparation, prosecution and maintenance of the Patent Rights, University and such applications by forwarding to patent counsel shall ensure that Licensee promptly receives copies of all official correspondence correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) ), minutes of any meetings or teleconference, and filings and submissions relating thereto. thereto upon receipt from applicable patent authorities and that Licensee shall have the right right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as on the content of any materials submitted to the conduct of such prosecution and maintenancepatent authorities, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate Affiliates, or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications application(s) or patent and/or apply to the particular country, patent(s) shall terminate and the parties shall amend Appendix A B to include reflect the then current Patent Rights. 8.4 For Patent Rights claiming Joint Inventions in which the lead inventor is a University employee, student or staff University shall control the preparation, filing, prosecution and maintenance of such Patent Right pursuant to the terms of this Article 8. 8.5 Upon written approval from University, for Patent Rights claiming Joint Inventions in which the lead inventor is an employee of Licensee, Licensee shall control the preparation, prosecution and maintenance of such patents at its sole expense. Such University approval shall not be unreasonably withheld and shall be granted within fifteen (15) days of University’s Office of Technology Development receiving a report of invention submitted by University Inventor and written request from Licensee to manage patent preparation, prosecution and maintenance of such patent, In the event Licensee is controlling the preparation, filing, prosecution and maintenance of Joint Inventions, Licensee and such patent counsel shall ensure that University promptly receives copies of all correspondence, (including, but not limited to, applications, Office Actions, responses, etc.), minutes of any meetings or teleconference, and filings and submissions relating thereto upon receipt from applicable patent authorities and that University shall have the right, and Licensee shall provide University a reasonable opportunity, to comment and advise Licensee on the content of any materials submitted to patent authorities, provided, however, that Licensee shall have the right to make the final decisions for all matters associated with such prosecution and maintenance.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by promptly forwarding to Licensee copies of all official correspondence correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s namename and University shall have the right to make the final decisions for all matters associated with such filings unless payment for the estimated cost of filing is made in advance. 8.3 By written notification to University at least *** thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate Affiliates, or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications application(s) or patent and/or apply to the particular country, patent(s) shall terminate and the parties shall amend Appendix A to include reflect the then current Patent RightsRights or Copyrights.

Patent Prosecution and Maintenance. 8.1 During the term of this LICENSE AGREEMENT, LICENSEE shall bear the cost of all patent expenses, past and future, associated with the preparation, filing, prosecuting, issuance and maintenance of U.S. Patent applications and U.S. Patents included within the PATENT RIGHTS. Such filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s UNIVERSITY’S choosing and shall be in the name of UniversityUNIVERSITY. University UNIVERSITY shall keep Licensee (and Licensee’s counsel if requested by Licensee) LICENSEE advised as to the prosecution and maintenance of such applications by forwarding to Licensee LICENSEE copies of all official correspondence correspondence, (including, but not limited to, applicationsApplications, Office Actions, responses, etc.) relating thereto. Licensee LICENSEE shall have the right to comment and advise University UNIVERSITY as to the conduct of such prosecution and maintenance, ; provided, however, that University UNIVERSITY shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding As regards prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee LICENSEE shall designate in writing that country or those countries, if any, in which Licensee LICENSEE desires such corresponding patent application(s) to be filed. LICENSEE shall reimburse UNIVERSITY for all costs and legal fees associated with the preparation, filing, prosecuting, issuance and maintenance of such designated foreign patent applications and foreign patents. All such applications shall be in University’s UNIVERSITY’S name. 8.3 By written notification to University UNIVERSITY at least *** thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee LICENSEE may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee LICENSEE pays for all costs incurred up to University’s UNIVERSITY’S receipt of such notification. Failure to provide any such notification shall (provided UNIVERSITY has provided LICENSEE with the date if such deadline in a timely manner) can be considered by University UNIVERSITY to be Licensee’s LICENSEE’S notice that it expressly no longer wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patentsuch notice, University UNIVERSITY may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by LicenseeLICENSEE, Affiliate AFFILIATE or Sublicensee(ssublicensee(s) relating to the Patent Rights PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and terminate. 8.4 UNIVERSITY may elect to file corresponding patent applications in countries other than those designated by LICENSEE, but in that event UNIVERSITY shall be responsible for all costs associated with such non-designated filings. In such event, LICENSEE shall forfeit its rights under this LICENSE AGREEMENT in the parties shall amend Appendix A country(ies) where UNIVERSITY exercises its option to include the then current Patent Rightsfile such corresponding patent applications.

Patent Prosecution and Maintenance. 8.1 Licensee shall bear the cost of all patent expenses incurred following the Effective Date and associated with the preparation, filing, prosecuting, issuance and maintenance of U.S. Patent applications and U.S. Patents included within the Patent Rights. Such filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of The University’s choosing and shall be in the name of The University. The University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by forwarding to Licensee copies of all official correspondence correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise The University as to the conduct of such prosecution and maintenance, provided, however, that The University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding As regards prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. Licensee shall pay all costs and legal fees associated with the preparation, filing, prosecuting, issuance and maintenance of such designated foreign patent applications and foreign patents. All such applications shall be in The University’s name. 8.3 By written notification to The University at least *** thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to The University’s receipt of such notification. Failure to provide any such notification shall can be considered by The University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patentsuch notice, The University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Rightsterminate.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by forwarding to Licensee copies of all official correspondence correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right to comment and advise University as to the conduct of such prosecution and maintenance. University shall consider Licensee’s comments in good faith, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least [*** days *] in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent Rights.

Patent Prosecution and Maintenance. 8.1 (a) Provided that LICENSEE has reimbursed UNIVERSITY for Patent filings Costs pursuant to Paragraph 3.2, UNIVERSITY shall diligently prosecute and prosecution of maintain the United States and, if available, foreign patents and applications in Patent Rights and all maintenance thereon shall be by using counsel of University’s choosing and its choice. For purposes of clarity, if LICENSEE is not current in reimbursing UNIVERSITY for such Patent Costs, UNIVERSITY shall be in the name have no obligation to incur any new Patent Costs under this Agreement or to further prosecute Patent Rights or file any new patent applications under Patent Rights. UNIVERSITY shall provide LICENSEE with copies of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as all relevant documentation relating to the filing, prosecution and maintenance of such Patent Rights for review and comment in advance of submission to the applicable patent office, and LICENSEE shall keep this documentation confidential. The counsel shall take instructions only from UNIVERSITY, and all patents and patent applications in Patent Rights shall be assigned solely to UNIVERSITY. UNIVERSITY shall take into consideration any actions recommended by forwarding LICENSEE with respect to Licensee copies the filing, prosecution and maintenance of Patent Rights to protect the Licensed Products contemplated to be sold by LICENSEE under this Agreement. UNIVERSITY shall in any event control all official correspondence patent filings and all patent prosecution decisions and related filings (includinge.g., responses to office actions) shall be at UNIVERSITY’s final discretion (prosecution includes, but is not limited to, applicationsinterferences, Office Actionsoppositions and any other inter partes or ex parte matters originating in a patent office). (b) Should LICENSEE elect in writing to terminate its reimbursement obligations with respect to any patent application or patent in Patent Rights, responses, etc.) relating thereto. Licensee LICENSEE shall have the right no further license with respect to comment and advise University such Patent Rights under this Agreement. Non-payment of any portion of Patent Costs with respect to any such application or patent, within [**] following any such payment default, may be deemed by UNIVERSITY as an election by LICENSEE to the conduct of terminate its reimbursement obligations with respect to such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenanceapplication or patent. To the extent that Licensee UNIVERSITY is not in material breach of this Agreement as detailed in Article 7obligated at any time to file, University shall not abandon prosecution and/or maintenance of any prosecute, or maintain Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix Acountry, Licensee shall designate in writing where, for that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in Universitycountry’s name. 8.3 By written notification to University at least *** days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up LICENSEE, by written election or deemed election as set forth above, is not paying Patent Costs, or to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate or Sublicensee(s) relating to the Patent Rights to which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate and the parties shall amend Appendix A to include the then current Patent RightsLICENSEE has terminated its license hereunder.

Patent Prosecution and Maintenance. 8.1 Patent filings and prosecution of the Patent Rights and all maintenance thereon shall be by counsel of University’s choosing and shall be in the name of University. University shall keep Licensee (and Licensee’s counsel if requested by Licensee) advised as to the prosecution and maintenance of such applications by promptly forwarding to Licensee copies of all official correspondence correspondence, (including, but not limited to, applications, Office Actions, responses, etc.) relating thereto. Licensee shall have the right right, and University shall provide Licensee a reasonable opportunity, to comment and advise University as to the conduct of such prosecution and maintenance, provided, however, that University shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. To the extent that Licensee is not in material breach of this Agreement as detailed in Article 7, University shall not abandon prosecution and/or maintenance of any Patent Rights without the written consent of the Licensee. In the event University breaches its obligations under this Section 8.1 and Licensee is not in material breach of this Agreement as detailed in Article 7, University agrees that Licensee shall be entitled to seek specific performance in a court of competent jurisdiction without the necessity of showing irreparable harm and without having to post a bond. 8.2 Regarding prosecution and maintenance of foreign patent applications corresponding to the U.S. Patent applications described in Appendix ASection 8.1 above, Licensee shall designate in writing that country or those countries, if any, in which Licensee desires such corresponding patent application(s) to be filed. All such applications shall be in University’s name. 8.3 By written notification to University at least *** thirty (30) days in advance of any filing or response deadline, or fee due date, Licensee may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Licensee pays for all costs incurred up to University’s receipt of such notification. Failure to provide any notification shall be considered by University to be Licensee’s notice that it expressly wishes to support any particular patent(s) or patent application(s). Upon notice that Licensee elects not to have a patent application filed or patent maintained in any particular country country, or not to pay expenses associated with prosecuting or maintaining any patent application or patent, University may at its sole discretion file, prosecute, and/or maintain such patent applications or patents at its own expense and for its own benefit, and any rights or license granted hereunder held by Licensee, Affiliate Affiliates, or Sublicensee(s) relating to the Patent Rights which comprise the subject of such patent applications application(s) or patent and/or apply to the particular country, patent(s) shall terminate and the parties shall amend Appendix A to include reflect the then current Patent RightsRights or Copyrights.