Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE (a) GenuPro shall have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, prosecution prosecution, maintenance and defense of GenuPro Patents and be responsible for all costs associated with the GenuPro Patents. Licensee shall provide GenuPro and any person designated by GenuPro, any reasonable assistance required to perfect the rights defined in Section 8.01(a) . GenuPro shall provide Licensee with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least 30 days before filing and shall take into account any comments provided by Licensee to GenuPro within 30 days after Licensee’s receipt of the applicable draft. If GenuPro decides not to file or maintenance of maintain any patent applications or patents on a country-by-country basis or patent application covered by the PATENT RIGHTSfamily basis any GenuPro Patent, then UNIVERSITY GenuPro shall provide written give Licensee reasonable notice to LICENSEEof same and after receipt of such notice, Licensee may, at its expense, file or maintain such applications or patents at its own expense, and LICENSEE GenuPro shall assign such patents and patent applications to Licensee that Licensee elects to file or maintain. (b) Licensee shall have the right at its sole expense to assume control of the preparation, filing, prosecution prosecution, maintenance and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, defense thereof and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent all costs associated with [*]. GenuPro shall provide Licensee and any person designated by Licensee, any reasonable assistance required to perfect the rights defined in Section 8.01(b). Subject to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent last sentence in this Section 8.02(b), if Licensee decides not to file or maintain any applications or patents on a country-by-country basis or patent application family basis any [*], Licensee shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term give GenuPro reasonable notice of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent same and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice thereforesuch notice, GenuPro may, at its expense, file or maintain such applications or patents at its own expense, and Licensee shall assign such patents and patent applications to GenuPro that GenuPro elects to file or maintain. Payments pursuant The previous sentence shall not apply to this Section 6.2 are not creditable against royaltiesany decision of Licensee that is based on its determination, in its sole discretion, that the value of a particular [*] will most likely be maximized by a form of intellectual property protection other than patent protection, or that a particular filing would detract from the overall value of the patent estate. 6.3 LICENSEE (c) PPD and GenuPro covenant to exercise all rights they have under the Lilly Agreement to ensure that the Lilly Patents are competently prosecuted and maintained in force. If PPD and GenuPro become aware of a potential abandonment of a Lilly Patent that cannot be avoided by PPD’s and GenuPro’s actions, PPD or GenuPro shall own any new patent application, provide prompt notice to Licensee of such potential abandonment and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of circumstances surrounding it. [*] Confidential treatment requested; certain information omitted and filed separately with the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologySEC.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance of post grant proceedings relating to the PATENT RIGHTS shall be the responsibility of LICENSEE, whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs incurred shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice thereforetherefor. Additionally, Licensee shall be liable to UNIVERSITY for all of UNIVERSITY’S out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from UNIVERSITY to patent counsel relating to the PATENT RIGHTS, with the proviso that such instructions were approved in writing by LICENSEE. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to UNIVERSITY under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE (a) PII shall have the opportunity right and obligation to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, prosecution or prosecution, maintenance and defense of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY RBX Patents. PII shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of such patent application or patentits own patents and intellectual property. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE RBX shall provide written notice PII any reasonable assistance required to UNIVERSITYperfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and LICENSEE responses to official actions) at least thirty (30) days before filing and shall not be responsible for such corresponding patent expenses that are incurred subsequent take into account any comments provided by RBX to PII, to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifextent reasonable, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of UNIVERSITY’S invoice thereforesuch notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. Payments pursuant PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain. (b) PII shall have the right to control the preparation, filing, prosecution, maintenance and defense thereof and be responsible for all costs associated with any patents relating to inventions conceived or reduced to practice in the course of the activities under the Development Plan solely by PII’s employees or agents (“PII Patents”). RBX shall provide PII any reasonable assistance required to perfect the rights defined in Section 7.01. Subject to the last sentence in this Section 6.2 are 7.03(b), if PII decides not creditable against royaltiesto file or maintain any PII Patents on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain. The previous sentence shall not apply to any decision of PII that is based on its determination, in its sole discretion, that the value of a particular PII invention will most likely be maximized by a form of intellectual property protection other than patent protection, or that a particular filing would detract from the overall value of the patent estate. 6.3 LICENSEE (c) [*] shall own any new be responsible for all patent applicationcosts (including filing fees, maintenance fees, and any patent outside attorney fees) with respect to each Patent within the RBX Patents and Joint Patents that issues therefromcovers the composition of matter, manufacture or new technology in the SLE FIELD developed independently use of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyCompound.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE 7.2.1 Array shall have the right to control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Array Patents. Array shall give ASLAN an opportunity to advise review and cooperate comment on the text of each patent application within the Varlitinib Patents as well as any other material submissions related to the Varlitinib Patents before filing, and shall supply ASLAN with UNIVERSITY a copy of such patent application as filed, together with notice of its filing date and serial number. ASLAN has a right to make recommendations in relation to the filing, prosecution, maintenance, enforcement and defense of the Array Patents and Array shall and shall consider, in good faith, the interests of ASLAN in assessing such recommendations. 7.2.2 ASLAN shall reimburse Array for the amounts paid to Third Parties by Array in connection with the filing, prosecution and maintenance of the Varlitinib Patents, including without limitation, amounts paid by Array as filing and maintenance of such patentsfees, translation fees and amounts paid to outside patent counsel and foreign associates (“Patent Costs”). Array shall provide ASLAN with an invoice for Patent Costs on a monthly basis, and payment shall be due within thirty (30) days thereafter. 7.2.3 If UNIVERSITY Array, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by in the PATENT RIGHTSVarlitinib Patents, then UNIVERSITY Array shall provide written notice notify ASLAN in writing thereof at least sixty (60) days prior to LICENSEEany due date that requires action to avoid loss of rights in connection with the applicable patent and/or patent application, and LICENSEE following the date of such notice ASLAN shall have the right right, at its sole expense cost, to assume control prosecute and maintain such patents and patent applications in Array’s name, provided that ASLAN shall give Array an opportunity to review and comment on the text of each patent application or other material submissions related to the preparation, Varlitinib Patents before filing, prosecution and maintenance shall supply Array with a copy of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSas filed, then LICENSEE shall provide written together with notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent filing date and Trademark Officeserial number. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or As long as the Exclusive License is in effect, Burcon shall apply be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationdrafting, filing, prosecution and maintenance of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or maintenance prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent or patent application covered by to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationdrafting, filing, prosecution and maintenance of such patent application or patentrights, while the Exclusive License is in effect. If LICENSEE no longer wishes to support Burcon shall consider ADM’s comments and recommendations during the prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTSBurcon Patent Rights, then LICENSEE shall provide written notice to UNIVERSITYwhile the Exclusive License is in effect, and LICENSEE shall not be responsible for such corresponding patent expenses provided that are incurred subsequent to all decisions in respect of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdrafting, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the responsibility drafting, filing, prosecution and maintenance of LICENSEE. LICENSEE all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE notify ADM within thirty (30) days after receipt of UNIVERSITY’S invoice thereforemaking such decision and ADM shall have the right, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. Payments pursuant In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section 6.2 are not creditable against royalties. 6.3 LICENSEE and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall own any new patent applicationcooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating application to such provide Burcon with a new patent applicationreasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any patent that issues therefrom, or new technologysuch application.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance (a) FivePrime Patents (other than Joint Patents). (i) The Prosecution of and maintain during the term of this Agreement the PATENT RIGHTS FivePrime Patents (other than Joint Patents) in the United States and Licensed Territory as well as all patent applications that are filed pursuant to the Patent Cooperation Treaty while such patent applications are in the international phase (the “FivePrime Licensed Territory Patents”), shall be pursued by outside counsel jointly selected by the Parties; provided that in the event the Parties disagree on the selection of such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE outside counsel, HGS shall have the opportunity deciding vote. FivePrime and HGS will confer on the Prosecution of FivePrime Licensed Territory Patents. With respect to advise FivePrime Licensed Territory Patents that claim a Compound or Product, but do not claim any compounds or products comprising or directed to *** (“Product-Specific FivePrime Licensed Territory Patents”), HGS shall be responsible for Prosecution, and cooperate shall reimburse FivePrime for *** Percent (***%) of Patent Costs incurred by or on account of FivePrime or HGS after the Effective Date in connection with UNIVERSITY conducting such activities after the Effective Date. With respect to all other FivePrime Licensed Territory Patents, FivePrime will be responsible for Prosecution, and HGS shall reimburse FivePrime for *** Percent (***%) of Patent Costs incurred by or on account of FivePrime or HGS after the Effective Date in connection with conducting such activities after the Effective Date. In addition to HGS’ obligation to bear a portion of Patent Costs as described above, HGS shall also reimburse FivePrime for any and all payments made by FivePrime to The Regents after the Effective Date as reimbursement for The Regents’ Patent Prosecution Costs (as defined in the prosecutionUCSF Agreement) pursuant to Section 20.4 of the UCSF Agreement, filing but only to the extent that the Patent Prosecution Costs are incurred for FivePrime Licensed Territory Patents. For all FivePrime Licensed Territory Patents the responsible Party will consult with the other Party and maintenance keep such other party reasonably informed of the status of such patentsFivePrime Licensed Territory Patents and will promptly provide the other Party with material correspondences received from patent authorities. In addition, the responsible Party will promptly provide the other Party with drafts of all proposed material filings and correspondences to the patent authorities with respect to such FivePrime Licensed Territory Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The responsible Party will confer with the other Party and take into consideration the other Party’s comments prior to submitting such filings and correspondences, provided that the other Party will provide such comments within *** days of receiving the draft filings and correspondences from the responsible Party. If UNIVERSITY decides the other Party does not provide comments within such period of time, then the other Party shall be deemed to abandon have no comment to such proposed filings or correspondences. In case of disagreement between the preparationParties on ***, filingthe matter shall be referred to the JDC for resolution in accordance with the procedures set forth in Section 3.4, provided that, in the event the matter is escalated to FivePrime’s Chief Executive Officer (or designee) and HGS’ Chief Executive Officer (or designee) pursuant to Section 3.4 and such executives cannot agree on such matter, then the final decision shall be made by *** Chief Executive Officer (or designee) on matters with respect to Prosecution of Product-Specific FivePrime Licensed Territory Patents, and the final decision shall be made by *** Chief Executive Officer (or designee) on all other matters with respect to FivePrime Licensed Territory Patents. (ii) The responsible party will notify the other Party of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such FivePrime Licensed Territory Patents. The responsible Party will provide such notice at least *** days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In such event, the responsible Party shall permit the other Party, at its discretion and expense, to continue prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentFivePrime Licensed Territory Patent. If LICENSEE no longer wishes to support the HGS’ prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE such FivePrime Licensed Territory Patent shall not be responsible for such corresponding patent expenses that are incurred subsequent to change the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent Parties’ respective rights and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of obligations under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required with respect to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any such FivePrime Licensed Territory Patent other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to than those expressly set forth in this Section 6.2 are not creditable against royalties9.2(a)(ii). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during Commencing on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionEffective Date, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE NewLink shall have the right and responsibility, at its sole expense to assume control of and in its reasonable discretion, for the preparation, filing, prosecution and maintenance of any patent applications and patents included in the Patent Rights, in consultation with LIMR. NewLink shall provide LIMR the right to review and comment upon such patent application applications prior to filing, and on all communications with patent offices in all applicable countries and jurisdictions, the selection of countries for filing of patent applications, responses to office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or patentits selected counsel) all patent prosecution files for the Patent Rights, shall provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in such prosecution. If LICENSEE no longer wishes to support NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution or and maintenance of the Patent Rights prior to the Effective Date, not to exceed $17,000; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. LIMR shall provide NewLink with all information necessary or useful its filings and prosecution of such Patent Rights and shall cooperate fully with NewLink so as to maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application covered by included in the PATENT RIGHTS, then LICENSEE shall provide written Patent Rights without the prior notice to UNIVERSITYLIMR. NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and LICENSEE on such notice NewLink shall not be responsible no longer have any further rights or responsibility for the such corresponding patent expenses that are incurred subsequent prosecution or maintenance, or obligation to the date of receipt by UNIVERSITY of pay any amounts therefore, or any further rights under such written specific Patent Right in such country, and LIMR may in its discretion continue such prosecution Any such notice by LICENSEE; such returned patent or patent application shall be excluded from given by NewLink to LIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no case less than three (3) months prior the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at filing deadline imposed or promulgated by any time during the term of this Agreement, LICENSEE governing or regulatory authority for filing any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officesuch protective document. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 FSURF shall apply for and seek prompt issuance of diligently prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesits choice. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY FSURF shall provide written notice to LICENSEELicensee with copies of all patent applications amendments, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by other filings with the United States Patent and Trademark OfficeOffice and foreign patent offices. FSURF will also provide Licensee with copies of office actions and other communications received by FSURF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such information confidential. 6.2 All fees and costs including attorneys’ fees relating 7.2 Licensee shall pay to FSURF the filingsum of [***], prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after of the Effective Date to reimburse any and all expenses associated with preparation, filing, prosecution, issuance, maintenance, defense, and reporting of the Licensed Patents incurred prior to the Effective Date. (NOTE: the above referenced dollar amount in this Section 7.2 is subject to change, as all related patent prosecution expense invoices may not have been received from the law firm at the time of license terms negotiation. In addition, the amounts in this article are separate from other amounts due for payment listed elsewhere.) 7.3 Licensee shall be responsible for and pay all costs and expenses incurred by FSURF related to the preparation, filing, prosecution, issuance, maintenance, defense and reporting of the Licensed Patents subsequent to and separate of those expenses cited in Section 7.2 within thirty (30) days of receipt of UNIVERSITY’S an invoice thereforefrom FSURF. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep FSURF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform FSURF of any changes in writing of such status, within thirty (30) days of any such change. In the event that additional licenses are granted to licensees for alternate fields-of-use, patent that issues therefromexpenses associated with Licensed Patents will be divided proportionally between the number of existing licensees. In the case of foreign patent protection, or new technology if a licensee declines to reimburse FSURF for its proportional share of patent expenses in any particular country, then said licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY (a) Applications for RiboGene Patents and Dainippon Patents shall be prosecuted and maintained by RiboGene and Dainippon, respectively, at such party's option and its own expense. However, RiboGene agrees it will not discontinue prosecuting or maintaining any such patent or application in any country of the Territory which covers a Licensed Compound or Product for which Dainippon has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS commenced preclinical development in the United States Territory unless Dainippon shall otherwise agree. (b) Each party shall be responsible for filing and prosecuting applications for its solely-owned Collaboration Patents, and for maintaining its solely-owned Collaboration Patents, in the Territory. The Research Committee will decide which party shall prosecute jointly-owned Collaboration Patents; [*] will bear [*] the cost of prosecuting jointly-owned patent applications and maintaining jointly-owned Collaboration Patents in the Territory; provided, however, that [*] shall bear such foreign costs for applications and patents for any Licensed Compound or Product commencing as of [*]. The Research Committee also shall determine the countries as may be designated by LICENSEE in a written notice which to UNIVERSITY within a reasonable time file applications for such Collaboration Patents in advance the Territory. (c) The prosecuting party shall keep the other party informed of the required foreign filing datesstatus of any applications for Collaboration Patents and any patents issued thereon. LICENSEE In particular, the prosecuting party shall have provide to the opportunity other party a copy of any proposed filings or letters to advise and cooperate with UNIVERSITY from the patent offices in the prosecution, filing and maintenance countries of such patentsthe Territory. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE The other party shall have the right at its sole expense to assume control of the preparationreview such drafts and letters, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent comments to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE prosecuting party within thirty (30) days after receipt of UNIVERSITY’S invoice thereforethereof. Payments pursuant The prosecuting party shall consider the other party's comments in good faith and revise the draft filings or letters as reasonably necessary to this Section 6.2 are not creditable against royaltiesaddress the other party's concerns. 6.3 LICENSEE (d) In the event that the prosecuting party decides not to proceed with prosecuting an application for a Collaboration Patent or filing a patent application in a country of the Territory, or not to maintain a Collaboration Patent in a country of the Territory, it shall own give the other party sixty (60) days' notice before any new patent applicationrelevant deadline, and any the other party shall have the right to pursue, at its own expense, prosecution of such patent that issues therefrom, application or new technology maintenance of such patent in the SLE FIELD developed independently country, and such patent in the country shall be excluded from the licenses granted herein or in the License Agreement. However, RiboGene agrees it will not discontinue prosecuting or maintaining any such patent or application in any country of the UNIVERSITY Territory which covers a Licensed Compound or Product for which Dainippon has commenced preclinical development in the Territory unless Dainippon shall otherwise agree. (e) Each party agrees to cooperate with the other and UNIVERSITY employees take all reasonable additional actions and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to execute such a new patent applicationagreements, instruments, and any documents as may be reasonably required to prosecute patent that issues therefromapplications as provided in this section, or new technologyand to perfect the other's ownership interest in Collaboration Patents as allocated in Section 3.1, including, without limitation, the execution of necessary and appropriate instruments of assignment.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for (a) Filing, Prosecution and seek prompt issuance Maintenance of CG Patents in the Licensed Territory. (i) As between the Parties, Aptose will have the first right to file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS CG Patents in the United States Licensed Territory at its own expense, through patent counsel of its choice. Aptose may exercise any of its rights under this Section 8.2 through an Affiliate or Sublicensee. (ii) Promptly after the Effective Date, CG shall (A) transfer the existing, complete patent files for all CG Patents in the Licensed Territory to Aptose and communicate to Aptose all facts and information then known to CG comprising or relating thereto, (B) furnish Aptose with copies of, and if reasonably requested by Aptose, physical access to the originals of, any and all documents, electronic records, samples and other tangible materials in such foreign countries as CG’s Control that relate directly to the CG Patents in the Licensed Territory and/or that may be designated by LICENSEE in a written notice useful for the exercise of Aptose’s rights under this Section 8.2, and (C) file all documents necessary to UNIVERSITY within a reasonable time in advance transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Aptose and shall give Aptose’s patent counsel power of the required foreign filing datesattorney thereto. LICENSEE CG shall have the opportunity to advise and cooperate with UNIVERSITY Aptose in the prosecution, filing transfer of all prosecution and maintenance responsibilities relating to the CG Patents in the Licensed Territory. CG shall keep Aptose reasonably informed of such patentsall inventions made after the Effective Date and patent applications filed after the Effective Date in the Retained Territory, in each case that could form the basis for a CG Patent. If UNIVERSITY decides CG shall provide Aptose, at Aptose’s request and expense, with any assistance reasonably requested by Aptose with respect to abandon the preparation, filing, prosecution or maintenance of the CG Patents in the Licensed Territory. (iii) CG shall (A) notify Aptose in writing with respect to all significant developments regarding the CG Patents in the Retained Territory, (B) promptly provide Aptose with a copy of each material communication from any patent or patent application covered by authority regarding the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEECG Patents in the Retained Territory, and LICENSEE shall have (C) provide Aptose with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the right at its sole expense to assume control CG Patents in the Retained Territory a reasonable amount of time in advance of the preparation, filing, anticipated filing date and shall consider Aptose’s reasonable comments thereto in good faith. CG shall not undertake any patent prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes enforcement action in the Retained Territory that Aptose deems to support be detrimental to the prosecution or enforcement of the CG Patents in the Licensed Territory. (iv) Aptose shall (A) notify CG in writing with respect to all significant developments regarding the CG Patents in the Licensed Territory, (B) promptly provide CG with a copy of each material communication from any patent authority regarding the CG Patents in the Licensed Territory, and (C) provide CG with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the CG Patents a reasonable amount of time in advance of the anticipated filing date and shall consider CG’s reasonable comments thereto in good faith. (v) Aptose shall notify CG of any decision to cease prosecution and/or maintenance of any patent or patent application covered by CG Patent in any country in the PATENT RIGHTSLicensed Territory. Aptose shall, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of extent practicable, provide such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within least thirty (30) days after receipt prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of UNIVERSITY’S invoice thereforerights, in connection with such CG Patent. Payments pursuant In such event, Aptose shall permit CG, at its discretion and expense, to continue prosecution or maintenance of such CG Patent in such country, and Aptose shall take all steps required to enable CG to take over prosecution and maintenance and otherwise give full effect to the foregoing. CG’s prosecution or maintenance of such CG Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such CG Patent other than those expressly set forth in this Section 6.2 are not creditable against royalties8.2(a)(iv). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or VERTEX shall apply be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such all patents and patent application or patentapplications included in VERTEX Patents and all patents and patent applications included in Patents claiming inventions jointly owned with NOVARTIS. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE NOVARTIS shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of all patents and patent applications included in NOVARTIS Patents. In each case the PATENT RIGHTS whether incurred prior responsible party shall consult from time to or after time with the EFFECTIVE DATE of this Agreement other party with respect thereto. VERTEX shall be provide NOVARTIS with periodic reports listing the responsibility of LICENSEE. LICENSEE shall not be required to reimburse jurisdictions in which the UNIVERSITY for any fees under this section that VERTEX Patents licensed hereunder have been paid filed. Subject to the UNIVERSITY by prior licensees or any next succeeding sentences, VERTEX will file patent applications with respect to those VERTEX Patents in such other third partycountries as NOVARTIS shall request in writing, all such other countries being countries in which NOVARTIS would customarily file its own cases dealing with similar subject matters. Fees The party initially responsible for preparation, filing, prosecution and costs maintenance of a particular Patent (the "Initial Responsible Party") shall be paid by LICENSEE within give thirty (30) days after receipt advance notice (the "Discontinuance Election") to the other party of UNIVERSITY’S invoice thereforeany decision to cease preparation, filing, prosecution and maintenance of that Patent in any jurisdiction (a "Discontinued Patent"). Payments pursuant In such case, the other party may elect at its sole discretion to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE continue preparation, filing and prosecution or maintenance of the Discontinued Patent at its sole expense. The party so continuing shall own any new such Patent; and the Initial Responsible Party shall execute such documents and perform such acts as may be reasonably necessary for the other party to file or to continue prosecution or maintenance, including assigning ownership of such Patent to such electing party. Discontinuance may be on a country-by-country basis or for a patent applicationapplication or patent series in total. Each party will consult the other party with respect to its choice of patent counsel and will keep that party continuously informed of all matters relating to the preparation, filing, prosecution and any patent that issues therefrom, or new technology maintenance of Patents covered by this Agreement. Each party shall endeavor in the SLE FIELD developed independently good faith to coordinate its efforts with those of the UNIVERSITY and UNIVERSITY employees and shall not owe other party to minimize or avoid interference with the UNIVERSITY any fee or royalty under section 4 relating to such a new prosecution of the other party's patent application, and any patent that issues therefrom, or new technologyapplications.

Patent Prosecution. 6.1 UNIVERSITY has or A. Licensee shall apply for and for, seek prompt issuance of of, and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 1 using counsel reasonably acceptable to CMCC. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention.” The prosecution, filing and maintenance of such patentsall Patent Rights applications and patents shall be the primary responsibility of Licensee and at Licensee’s sole expense. If UNIVERSITY decides to abandon the preparation, filing, CMCC will be copied on all patent prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE correspondence. CMCC shall have the right reasonable opportunities to comment on and to advise Licensee regarding such prosecution and shall reasonably cooperate with Licensee at its Licensee’s sole expense to assume control of expense, in the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeRights. 6.2 All fees B. Licensee shall reimburse CMCC for all patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether incurred Patent Rights. After the Effective Date, CMCC shall not incur any such patent prosecution expenses related to the Patent Rights without Licensee’s prior written consent except for those Patent Rights CMCC has the right to or after the EFFECTIVE DATE prosecute pursuant to Paragraph C and D of this Agreement ARTICLE VI. Upon request of CMCC, and only upon such request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for directly pay such invoices in compliance with such counsel’s customary business terms, but in any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE event within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesdays. 6.3 LICENSEE C. If, in any country, Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensee shall notify CMCC not less than thirty (30) days prior to such action (but no less than sixty (60) days prior to the date that a response related to such patent application or patent is due) and, in such event, the license granted to Licensee hereunder with respect to such patent or patent application in such country will immediately cease. Such notice shall not relieve Licensee from responsibility to pay such patent related expenses incurred by Licensee prior to the expiration of the notice period (or such longer period specified in Licensee’s notice). CMCC may elect to continue paying such patent related expenses, at its own any new expense, and Licensee will execute all documents CMCC may reasonably request for such purposes; however no such action will change the Parties’ respective ownership interests in the relevant patent or patent application. D. In the event Licensee elects not to pursue, maintain or retain a particular Patent Right(s) listed in Appendix 1 in any country in the Territory, then Licensee shall immediately notify CMCC in writing and, subject to the rights of the United States government and any other contractual obligations to research sponsors, Licensee will authorize CMCC to assume the filing, prosecution and/or maintenance of such application or patent in such country at CMCC’s expense. In such event, Licensee shall provide to CMCC any authorization necessary to permit CMCC to pursue and/or maintain such Patent Right and Licensee’s license under this Agreement to that issues therefrom, or new technology Patent Right in such country will immediately cease. CMCC shall then be free to license its one-half ownership interest in the SLE FIELD developed independently applicable Patent Right(s) to any third party without any obligations to Licensee (other than those obligations with respect to Joint Inventions as set forth in the MTA and ARTICLE XIV of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologythis Agreement).

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term Term, the Patent Rights set forth in Appendix 1. The specifications of any such patent application and any patent issuing thereon shall state, to the extent applicable and legally required, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the invention.” The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of CMCC in its sole but reasonable discretion, except that Licensee shall have the right and reasonable opportunities to abandon the review and provide input on, and shall cooperate with CMCC in, all preparation, filing, prosecution or and maintenance of any the Patent Rights. CMCC shall instruct the patent counsel prosecuting such Patent Rights to reasonably consider incorporating the comments and requests of Licensee or its patent application covered by counsel and to send copies to Licensee and its patent counsel of all patent prosecution documents that are received from or filed with the PATENT RIGHTS, then UNIVERSITY shall provide written notice United States Patent and Trademark Office. CMCC reserves the sole right to LICENSEE, and LICENSEE shall have the right at its sole expense make all final decisions with respect to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support applications and patents for the prosecution or maintenance of any Patent Rights. B. Licensee shall reimburse CMCC for all present and future patent or patent application covered costs incurred by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYCMCC, and LICENSEE shall not be responsible [***] for such corresponding past patent expenses that are costs incurred subsequent to by CMCC, for the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensed Products or Licensed Processes, Licensee shall notify CMCC not less than [***] prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the [***] notice period (or after such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. C. In the EFFECTIVE DATE event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall so notify Licensee as promptly as practicable, but in any event no less than [***] prior to abandonment, and, subject to the rights of the United States government and any other contractual obligations to research sponsors, Licensee may in CMCC’s name, assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right. D. With respect to the prosecution or enforcement of any patent rights arising from joint inventions that may be related to the Patent Rights or any patent right claiming or disclosing a joint invention, the Parties shall negotiate in good faith either an amendment to this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY or separate agreement for any fees under this section that have been paid to the UNIVERSITY by prior licensees a mechanism for prosecuting or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesenforcing such patent rights. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Licensed Patent Rights set forth in Appendix A. CMCC shall be diligent in its participation in applying for, seeking prompt issuance of, and maintaining during the United States term of this Agreement the Licensed Patent Rights set forth in Appendix B, as permitted under CMCC’s Agreement with HARVARD and HARVARD’s Agreement with ION. (HARVARD and ION make decisions jointly respecting the Licensed Patent Rights set forth in Appendix B, and HARVARD has assigned its rights to make such joint decisions to CMCC.) The prosecution, filing and maintenance of all applications and patents on the Licensed Patent Rights shall be the primary responsibility of CMCC. CMCC shall promptly provide Licensee with copies of all substantive correspondence received by CMCC or CMCC’s attorneys or agents from the U.S. Patent and Trademark Office or any foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datespatent office. LICENSEE Licensee shall have the opportunity reasonable opportunities to advise CMCC and shall cooperate with UNIVERSITY CMCC in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Licensed Patent and Trademark OfficeRights. 6.2 All 7.2 Licensee shall reimburse to CMCC for Licensee’s proportional share of fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Licensed Patent Rights shown in Appendix A and Appendix B incurred prior to or after the EFFECTIVE DATE date of this Agreement Agreement, which proportional share shall be the responsibility portion of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs payable by CMCC, including any amounts payable by CMCC under the Assignment and Sublicense Agreement between CMCC and Ion Pharmaceuticals, Inc., dated September 14, 1999. CMCC shall be paid by LICENSEE provide to Licensee an itemized invoice of all such fees and Licensee shall pay to CMCC all amounts due under said invoice within thirty (30) days of the date of said invoice. Licensee shall also reimburse CMCC for Licensee’s proportional share, as defined above, of fees and costs relating to the filing, prosecution and maintenance of the Licensed Patent Rights shown in Appendix A and Appendix B incurred after receipt July 21, 1998 and before the Effective Date of UNIVERSITY’S invoice thereforethis Agreement, up to a maximum of $15,000. Payments pursuant Licensee shall have the right to this Section 6.2 are request, on a case-by-case and country-by-country basis that a particular action due in such case in such country not creditable against royaltiesbe carried out. Such request shall be made no later than the later to occur of thirty (30) days before the due date of such action or thirty (30) days after Licensee receives notice of such due date. Such timely request shall relieve Licensee of its obligation of payment for such action. In the event that Licensee makes such a request concerning a particular case in a particular country, Licensee’s license hereunder solely as to that particular case in that particular country shall terminate. 6.3 LICENSEE 7.3 In the event CMCC elects not to pursue, maintain or retain a particular Licensed Patent Right licensed to Licensee hereunder, CMCC shall own so notify Licensee in sufficient time for Licensee to assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. In such event, CMCC shall provide to Licensee any new patent application, and authorization necessary to permit Licensee to pursue and/or maintain such Licensed Patent Right. Licensee shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyLicensed Patent Right.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during Commencing on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionEffective Date, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE NewLink shall have the right and responsibility, at its sole expense to assume control of and in its reasonable discretion, for the preparation, filing, prosecution and maintenance of any patent applications and patents included in the Patent Rights, in consultation with LIMR. NewLink shall provide LIMR the opportunity to review and comment upon such patent application applications prior to filing, and on all communications with patent offices in all applicable countries and jurisdictions, the selection of countries for filing of patent applications, responses to office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or patentits selected counsel) all patent prosecution files for the Patent Rights, shall provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in such prosecution. If LICENSEE no longer wishes to support NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution or and maintenance of the Patent Rights prior to the Effective Date; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. LIMR shall provide NewLink with all information necessary or useful for NewLink’s filing and prosecution of such Patent Rights and shall cooperate fully with NewLink so as to maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application covered by included in the PATENT RIGHTS, then LICENSEE shall provide written Patent Rights without the prior notice to UNIVERSITYLIMR. NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and LICENSEE on such notice NewLink shall not be responsible no longer have any further rights or responsibility for such corresponding patent expenses that are incurred subsequent prosecution or maintenance, or obligation to the date of receipt by UNIVERSITY of pay any amounts therefore, or any further rights under such written specific Patent Right in such country, and LIMR may in its discretion continue such prosecution. Any such notice by LICENSEE; such returned patent or patent application shall be excluded from given by NewLink to LIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no case less than three (3) months prior the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at filing deadline imposed or promulgated by any time during the term of this Agreement, LICENSEE governing or regulatory authority for filing any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officesuch protective document. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Subject to Section 3.4(b), TeneoBio shall apply for and seek prompt issuance of use commercially reasonable efforts to prepare, file, prosecute and maintain during all patents and patent applications, owned by TeneoBio within the term TeneoBio Technology that cover the Selected Antibodies (the “TeneoBio Patents”), […***…]; provided, however, that TeneoBio shall (A) provide all information reasonably requested by Licensee with respect to the TeneoBio Patents, (B) promptly notify Licensee in writing with respect to all significant developments regarding the TeneoBio Patents, (C) promptly provide Licensee with a copy of this Agreement each material communication from any patent authority regarding the PATENT RIGHTS in TeneoBio Patents, and (D) provide Licensee with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within TeneoBio Patents a reasonable amount of time in advance of the required foreign anticipated filing dates. LICENSEE shall have the opportunity date and shall, prior to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, consider Licensee’s reasonable comments in good faith. (b) In the event that TeneoBio determines not to file, maintain or continue prosecution or maintenance of any patent or patent application covered by within the PATENT RIGHTSTeneoBio Patents, then UNIVERSITY TeneoBio shall provide Licensee written notice to LICENSEEthereof at least […***…] days before the applicable deadline. Upon receipt of such notice, and LICENSEE Licensee shall have the right right, but not the obligation, at its sole expense expense, to assume control of the preparation, responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Licensee decides to assume such responsibility, in its sole discretion, it shall so notify TeneoBio in writing. As soon as practicable after receipt of such notice from Licensee, TeneoBio shall, […***…], (i) transfer the existing, complete patent files for all applicable patents and patent applications to Licensee, (ii) file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Licensee and (iii) give Licensee’s patent counsel power of attorney thereto. TeneoBio shall cooperate with Licensee in the transfer of all prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees responsibilities relating to the filingTeneoBio Patents, […***…]. (c) Each party shall reasonably cooperate with the other party, […***…], to execute such lawful papers and instruments and to make such rightful oaths and declarations as may be necessary or useful in the preparation and prosecution and maintenance of the PATENT RIGHTS whether incurred prior TeneoBio Patents. (d) Without limiting the foregoing, during the Selection Period, TeneoBio shall use commercially reasonable efforts to or after prepare, file, prosecute and maintain all patents and patent applications, owned by TeneoBio within the EFFECTIVE DATE of this Agreement shall be TeneoBio Technology that cover all Delivered Antibodies (provided that, for clarity, those patents not covering the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 Selected Antibodies are not creditable against royaltiesTeneoBio Patents hereunder). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for The filing and seek prompt issuance prosecution of all United States and maintain foreign patent applications and maintenance of all United States and foreign patents within the Patent Rights during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEELICENSEE at its sole expense and acting in good faith. LICENSEE shall (i) provide, or direct its patent counsel to provide, to RESEARCH FOUNDATION copies of all material information specifically relating to the prosecution, issuance and maintenance of the Patent Rights and (ii) give due consideration in good faith to comments timely received from RESEARCH FOUNDATION or its patent counsel. RESEARCH FOUNDATION agrees to promptly provide to LICENSEE such assistance, information, and executed documents needed to facilitate the prosecution, issuance, and maintenance of the Patent Rights as LICENSEE may reasonably request and LICENSEE shall reimburse RESEARCH FOUNDATION for reasonable out-of-pocket expenses incurred to provide such assistance, information, and documents, subject to received of itemized statements and other appropriate supporting documentation. 6.2 In the event the LICENSEE determines that filing, prosecution or maintenance of any of the U.S. or foreign patent applications or patents within the Patent Rights is not be required justified and so advises RESEARCH FOUNDATION in writing, RESEARCH FOUNDATION will then have the option to reimburse file, prosecute or maintain any such Patent Rights at its own expense. If RESEARCH FOUNDATION does so: (i) RESEARCH FOUNDATION will then have the UNIVERSITY option to delete such U.S. or foreign patent applications or patents within said Patent Rights from the license granted hereunder for the territory covered thereby; (ii) LICENSEE will have no rights under the license granted hereunder for any fees under this section that have been paid to the UNIVERSITY by prior licensees such deleted U.S. or any other third party. Fees foreign patent applications or patent; (iii) RESEARCH FOUNDATION will obtain all rights in and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new deleted U.S. or foreign patent application, applications or patents and will be free to exploit and to assign or license any such deleted U.S. or foreign patent that issues therefrom, applications or new technologypatents to third parties without effect on the amount of royalties or other payments due to RESEARCH FOUNDATION under Article III.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may be designated by LICENSEE in a written notice information confidential. 7.2 Licensee shall pay to UNIVERSITY UFRF the sum of [**], within a reasonable time in advance thirty (30) days of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise reimburse any and cooperate all expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patents. If UNIVERSITY decides the Licensed Patents incurred prior to abandon the Effective Date. 7.3 Licensee shall be responsible for and pay [**] incurred by UFRF related to the preparation, filing, prosecution or maintenance of any patent or patent application covered (including interferences (as approved by the PATENT RIGHTSLicensee, then UNIVERSITY shall provide written notice such approval not to LICENSEE, be unreasonably withheld and LICENSEE provided that Licensee shall have ten (10) business days following UFRF’s notice of its intent to file an interference in which to notify UFRF if it does not approve such filing. In the right at its sole expense event that Licensee does not respond to assume control of the preparation, filing, prosecution and maintenance approval request within the ten (10 days) of such patent application or patent. If LICENSEE no longer wishes to support request, permission will be deemed given by Licensee and the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE Licensee shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred the costs)), issuance, maintenance, defense (including oppositions) and reporting of the Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom UFRF. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep UFRF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform UFRF of any changes in writing of such status, within thirty (30) days of any such change. In the case of foreign patent protection, if Licensee gives sixty (60) days’ notice that issues therefromit intends to decline to reimburse UFRF for patent expenses for any Licensed Patent in any particular country, or new technology then the license granted hereunder respecting such Licensed Patent in such country shall terminate after such sixty (60) days and Licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY has or shall 10.1. Licensor will apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in name of Licensor in the United States and in such the foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datescountries. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing filing, and maintenance of all Patent Rights, patents and applications will be the primary responsibility of Licensor; provided, however, Licensor will communicate to and provide information to Licensee on a regular basis as to the status of the applications. 10.2. Payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patent Rights in the United States of America and other countries will be the responsibility of Licensee whether such patentsfees and costs were incurred before or after the date of this Agreement. If UNIVERSITY decides Licensee acknowledges and agrees that the pre-Effective Date patent costs, which now total dollars and cents ($ ), will be due and payable upon the Effective Date of this Agreement. Licensee will reimburse Licensor for the post-Effective Date patent costs within thirty (30) days of being invoiced for such costs by Licensor. 10.3. Licensee will cooperate fully in the preparation, filing, prosecution and maintenance of Patent Rights and of all patents and patent applications licensed to abandon Licensee hereunder, executing all papers and instruments or requiring members of Licensee to execute such papers and instruments so as to enable Licensor to apply for, to prosecute and to maintain patent applications and patents in Licensor’s name in any country. Each Party will provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application applications or patentpatents. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSIn particular, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall Licensee must immediately notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE Licensor if Licensee or any of its sublicensees affiliate or sublicensee does not qualify as a “Small Entity” "small entity" as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to 10.4. In the event that Licensee determines that it will not support, for any reason, the filing, prosecution and and/or maintenance of any foreign or domestic patent application or patent on any invention relating to the PATENT RIGHTS whether Patent Rights licensed hereunder, it will notify Licensor of its decision no later than sixty (60) days prior to the due date of any pending patent office actions. Such notice will not relieve Licensee from the responsibility to reimburse Licensor for patent-related expenses incurred prior to or after the EFFECTIVE DATE expiration of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.the

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for 6.1. Mircod shall, at its own cost and seek prompt issuance expense, in consultation with ORGS, administer and control all patent activities (including the filing, recording, prosecution and/or maintenance of patent applications and maintain during patents) with respect to the term Mircod Background Patents, subject to the provisions of this Agreement the PATENT RIGHTS in the United States Section 6 below. 6.2. Mircod shall deliver to ORGS, within a reasonable time, copies of all: (i) draft and in final patent office filings and other submissions with respect to Mircod Background Patents; and (ii) correspondence between Mircod or Mircod's patent counsel and any competent authority (where such foreign countries as Mircod Background Patents may be designated filed, maintained or made) relating to the prosecution and/or maintenance of such Mircod Background Patents, and provide ORGS with a reasonable opportunity to review and discuss with Mircod prosecution strategy and to consult with Mircod on the content of patent filings with respect to such Mircod Background Patents. At least sixty (60) days prior to any date prescribed by LICENSEE in a the relevant patent office or by applicable law for the taking of action with respect to the prosecution and/or maintenance of such Mircod Background Patents, Mircod or its patent counsel shall provide written notice to UNIVERSITY within a reasonable time in advance of ORGS of: (a) such date; (b) whether or not Mircod intends to take such action; and (c) if so, what action Mircod intends to take. Mircod hereby agrees to irrevocably instruct its patent counsel to comply with the required foreign filing datespreceding sentence. LICENSEE shall have In the opportunity event Mircod declines to advise and cooperate with UNIVERSITY in pursue the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any such Mircod Background Patent, Mircod shall provide reasonable prior written notice to ORGS of its intention to cease such pursuit (which notice shall, in any event, be given no later than 60 (sixty) days prior to the next deadline for any action that may be taken with respect to such Mircod Background Patent with the applicable patent office), and ORGS may, at its own expense, control and administer the filing, prosecution, or maintenance of such Mircod Background Patent. 6.3. ORGS shall, at its own cost and expense, in consultation with Mircod, administer and control all patent application covered activities (including the filing, recording, prosecution and/or maintenance of patent applications and patents) with respect to the Resulting Patents, subject to the provisions of this Section 6 below. 6.4. ORGS shall deliver to Mircod, within a reasonable time, copies of all: (i) draft and final patent office filings and other submissions with respect to Resulting Patents; and (ii) correspondence between ORGS or ORGS' patent counsel and any competent authority (where such Resulting Patents may be filed, maintained or made) relating to the prosecution and/or maintenance of such Resulting Patents, and provide Mircod with a reasonable opportunity to review and discuss with ORGS prosecution strategy and to consult with ORGS on the content of patent filings with respect to such Resulting Patents. At least sixty (60) days prior to any date prescribed by the PATENT RIGHTSrelevant patent office or by applicable law for the taking of action with respect to the prosecution and/or maintenance of such Resulting Patents, then UNIVERSITY ORGS or its patent counsel shall provide written notice to LICENSEEMircod of: (a) such date; (b) whether or not ORGS intends to take such action; and (c) if so, and LICENSEE shall have what action ORGS intends to take. ORGS hereby agrees to irrevocably instruct its patent counsel to comply with the right at its sole expense preceding sentence. In the event ORGS declines to assume control of pursue the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSsuch Resulting Patent, then LICENSEE Mircod shall provide reasonable prior written notice to UNIVERSITYMircod of its intention to cease such pursuit (which notice shall, in any event, be given no later than 60 (sixty) days prior to the next deadline for any action that may be taken with respect to such Resulting Patent with the applicable patent office), and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifMircod may, at any time during the term of this Agreementits own expense, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent control and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to administer the filing, prosecution and prosecution, or maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEsuch Resulting Patent. 6.5. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section Mircod warrants that have been paid to the UNIVERSITY by prior licensees or best of its knowledge, the exploitation of the Mircod Background Technology and/or Mircod Background Patents will not infringe on and/or misappropriate the rights of any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall LICENSEE shall, in the name of the University of Florida, apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in foreign countries. The prosecution, filing and maintenance of all Patent Rights patents and applications shall be the primary responsibility of LICENSEE. LICENSEE shall seek patent extension for patents licensed under the Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE LICENSEE, under such applicable laws and regulations throughout such countries, where such patent extension rights are available currently or are available in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesfuture. LICENSEE shall have keep University advised as to all developments with respect to the opportunity Patent Rights and shall supply to University copies of all correspondence and papers received in connection therewith within ten (10) business days of receipt or filing thereof. As required by law, LICENSEE must provide all correspondence to and advise and cooperate UFRFI in a timely manner in order to permit UFRFI to comment on all actions before they are taken by LICENSEE's patent counsel. All final decisions with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides respect to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationPatent Rights are reserved to UFRFI, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered as required by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelaw. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution prosecution, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Patent Rights shall be the responsibility of LICENSEE. 6.3 If LICENSEE directs that a patent application be filed on University Inventions, LICENSEE shall promptly prepare, file and prosecute a patent application or applications in the University's name, and/or any pertinent continuation, continuation-in-part and/or reissue application(s) thereof in the United States directed to such University Inventions. University shall thereafter assign all such University Inventions to UFRFI. LICENSEE shall bear all expenses incurred in connection with such preparation, filing and prosecution of U.S. and foreign patent application(s) and patents directed to University Inventions. UFRFI shall cooperate with LICENSEE to assure that such application or applications, and any such continuation, continuation-in-part and/or reissue application(s) thereof will cover, to the best of UFRFI's knowledge, all items of commercial interest and importance. LICENSEE shall keep UFRFI advised as to all developments with respect to such application or applications, and/or continuation, continuation-in-part and reissue application(s) and shall supply to UFRFI copies of all papers received within ten (10) business days of receipt and in sufficient time for UFRFI to comment thereon. UFRFI shall have the right to advise and cooperate with LICENSEE in such prosecution, and such advice shall not be required rejected unreasonably. All final decisions with respect to reimburse the UNIVERSITY for any fees under this section that have been paid prosecution of said application(s), and said continuation, continuation-in-part and reissue applications, and selection of patent counsel are reserved to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by UFRFI. 6.4 If LICENSEE within thirty (30elects not to exercise its option(s) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE Agreement, or decides to discontinue the financial support of the prosecution or maintenance of the protection of the Patent Rights in the United States and in foreign countries, or is grossly negligent in its prosecution or maintenance of the protection thereof, UFRFI shall own be free to file or continue prosecution or maintain any new patent applicationsuch application(s), and to maintain any patent that issues therefrom, or new technology protection issuing thereon in the SLE FIELD developed independently of the UNIVERSITY U.S. and UNIVERSITY employees and shall not owe the UNIVERSITY in any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyforeign country at UFRFI's sole expense.

Patent Prosecution. 6.1 UNIVERSITY has or And Maintenance: Licensor shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and reasonably cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEELicensee with respect to, and LICENSEE shall have keep Licensee fully informed regarding, the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred Supplier Link Patents. Licensor shall not make any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents without Licensee’s prior written consent, such consent not to be unreasonably withheld. If Licensor desires to cease prosecution of, or cease paying maintenance fees for, or otherwise not maintain any Supplier Link Patent, Licensor shall provide reasonable prior written notice to Licensee of such intention to cease maintenance (which notice shall, in any event, be given no later than forty-five (45) days prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY next deadline for any fees under this section action that may be taken with respect to such Supplier Link Patent with the applicable patent office), and Licensee shall have been paid the right, but not the obligation, to have assigned to it or its successor or designee, as directed by Licensee, such Supplier Link Patent to file and/or maintain such Supplier Link Patent in its own name or the name of any of its Affiliates (subject to a non-exclusive, worldwide, transferable, sublicensable (as set forth in the “Permitted Licensing and Sublicensing by Licensor” section, above) license grant-back to Licensor solely within the OWW Scope of Use. In such event, upon written notice from Licensee to Licensor, Licensor shall, and hereby does, perpetually and irrevocably assign all right, title and interest throughout the world in and to such Supplier Link Patent to Licensee or its successor or designee, including the right to ▇▇▇, counterclaim, and recover for past, present, and future infringement of such Supplier Link Patent, subject to any licenses or covenants not to ▇▇▇ any third party granted prior to the UNIVERSITY by prior licensees or Effective Date and any other third partylicenses or covenants not to ▇▇▇ granted following the Effective Date in accordance with this Schedule 6. Fees Licensor further agrees to execute all other documents and costs shall be paid take all further action reasonably requested by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant Licensee or its successor or designee for it to this Section 6.2 are not creditable against royaltiessecure and perfect its rights therein. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or AUBURN shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such the foreign countries as listed in Appendix A hereto. Appendix A may be designated amended by LICENSEE verbal agreement of both parties, such agreement to be confirmed in a written notice to UNIVERSITY writing within a reasonable time in advance ten (10) days. PATENT PROSECUTION shall be the primary responsibility of the required foreign filing dates. AUBURN; provided, however, LICENSEE shall have the opportunity reasonable opportunities to advise AUBURN and shall cooperate with UNIVERSITY AUBURN in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficePROSECUTION. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement PROSECUTION shall be the responsibility of LICENSEE. , whether such fees and costs were incurred before or after the date of this Agreement. 6.3 In the event LICENSEE elects not to support the filing of a patent application under the PATENT RIGHTS or decides to discontinue support of PATENT PROSECUTION of any such application or part thereof or maintenance of any patent issued thereon, or if LICENSEE elects not to continue to pay the patent expenses under the PATENT RIGHTS, in any country, LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within give AUBURN thirty (30) days after receipt of UNIVERSITY’S invoice thereforeadvance written notification. Payments pursuant AUBURN may at its own expense file, prosecute, and/or maintain any such patent application or patent, as the case may be, in such country, and LICENSEE shall thereafter have no rights under this Agreement to this Section 6.2 are not creditable against royaltiesany such patent application or patent. 6.3 6.4 [In case of technologies that require certain regulatory approvals in human or animal health] AUBURN and LICENSEE agree that the term of patents under the PATENT RIGHTS shall own any new be extended by all means provided by law or regulation, including without limitation extensions provided under United States law at 35 U.S.C. §§154(b) and 156 or under equivalent legislation throughout the world including supplementary protection certificates in the EU. The Parties hereby agree to provide each other and patent applicationcounsel with all necessary assistance in securing such extensions, including without limitation, providing all information regarding applications for regulatory approval, approvals granted, and any patent the timing of same. LICENSEE acknowledges that issues therefrom, or new technology in the SLE FIELD developed independently extensions under 35 U.S.C. §156 must be applied for within sixty (60) days of the UNIVERSITY and UNIVERSITY employees and shall not owe date that a LICENSED PRODUCT receives permission under the UNIVERSITY provision of law under which the applicable regulatory review period occurred for commercial marketing or use. LICENSEE warrants that it will promptly provide the necessary information or assistance to AUBURN to timely pursue any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyextensions.

Patent Prosecution. 6.1 UNIVERSITY has or 7.3.1 Patent Prosecution and Maintenance. 7.3.1.1 LICENSEE shall apply be responsible for filing, prosecuting (including in connection with any reexaminations, oppositions and seek prompt issuance of the like) and maintaining the Patent Rights in the Territory. LICENSEE shall file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights using qualified outside patent counsel and foreign patent associates selected by LICENSEE; provided that LICENSEE identifies such counsel for PFIZER in the United States advance and PFIZER consents to such counsel (such consent not to be unreasonably withheld or delayed). LICENSEE shall be responsible for all costs and expenses in connection with such foreign countries as may be designated by filing, prosecution and maintenance; provided that if LICENSEE in provides PFIZER with a written notice request to UNIVERSITY within abandon, or not file a reasonable time patent application included in, any of the Patent Rights reasonably in advance of the required foreign filing dates. relevant deadline: (a) LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding costs and expenses relating to filing, prosecuting and maintaining (as applicable) such Patent Right; (b) PFIZER may, or may allow a Third Party (including OSI) to, file, prosecute and maintain (in its sole discretion) such Patent Right; (c) upon PFIZER’s request, LICENSEE shall promptly provide all files related to filing, prosecuting and maintaining such Patent Right to counsel designated by PFIZER; and (d) the term “Patent Rights” automatically shall be modified to exclude such Patent Right as of the date LICENSEE provides such written request to PFIZER. 7.3.1.2 Upon the written request of PFIZER or OSI, LICENSEE will provide PFIZER and/or OSI (as applicable) with (1) material correspondence with the relevant patent expenses that are incurred subsequent offices pertaining to LICENSEE’s prosecution of the Patent Rights and (2) a report detailing the status of all Patent Rights. LICENSEE will provide PFIZER a reasonable opportunity to review and comment on proposed material submissions to any patent office with respect to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. Patent Rights prior to submission and LICENSEE shall notify UNIVERSITY immediately if, at reasonably consider any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as comments provided by the United States Patent and Trademark OfficePFIZER. 6.2 All fees and costs including attorneys’ fees relating to the filing7.3.1.3 The Parties hereby acknowledge that, prosecution and maintenance as of the PATENT RIGHTS whether incurred prior to or after Effective Date, the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees Patent Rights are recorded in PFIZER’s name and costs shall be paid by LICENSEE within thirty PFIZER (30in its sole discretion) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrommay, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating may have, such recordals updated to such a new patent application, and any patent that issues therefrom, or new technologyreflect PFIZER’s co-ownership with OSI.

Patent Prosecution. 6.1 UNIVERSITY has or A. Licensee shall apply be responsible for applying for, seeking issuance of, and seek prompt issuance of and maintain maintaining during the term of this Agreement Term the PATENT RIGHTS Patent Rights set forth in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesAppendix 1. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of Licensee, except that CMCC shall have reasonable opportunities to abandon review and advise Licensee, Including with respect to the preparationnarrowing of claims that affect CMCC’s ownership interest, filing, prosecution prior to any response or maintenance of action submitted to any patent office. However, Licensee shall not narrow claims that affect CMCC’s ownership interest without the prior written consent of CMCC, which consent shall not be unreasonably withheld, conditioned or patent application covered by the PATENT RIGHTS, then UNIVERSITY delayed (it being understood that CMCC may reasonably condition its consent). CMCC shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of reasonably cooperate with Licensee in the preparation, filing, prosecution and maintenance of such the Patent Rights. Licensee shall instruct its counsel to copy CMCC on all patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any and patent or patent application covered by the PATENT RIGHTS, then LICENSEE related correspondence. B. Licensee shall provide written notice to UNIVERSITYbe responsible for, and LICENSEE shall not be responsible bear all costs and expenses for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights. If Licensee elects for such Patent Rights: (i) to no longer pay the expenses of a patent application or patent in a given portion of the Territory, or (ii) decides to no longer pursue, maintain or retain a particular Patent Right in a given portion of the Territory, (each of (i) and (ii), a “Dropped Patent Right”) Licensee shall notify CMCC in writing not less than sixty (60) days prior to such action and shall thereby surrender its exclusive rights under such Dropped Patent Right. Such notice shall not relieve Licensee from responsibility to pay for Dropped Patent Right related expenses incurred prior to the expiration of the sixty (60) day notice period (or after such longer period specified in Licensee’s notice). CMCC shall have the EFFECTIVE DATE right to assume the filing, prosecution and/or maintenance of such Dropped Patent Right at CMCC’s expense, and with respect to jointly owned rights, in the names of both CMCC and Licensee, and Licensee’s license under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent applicationDropped Patent Right will immediately cease. At CMCC’s request, Licensee will discuss with CMCC entering into an agreement regarding any such Dropped Patent Right (which could include assignment of Licensee’s interest in such Dropped Patent Right to CMCC for present and future payments to Licensee), but neither Party is hereby obligated to enter into any patent that issues therefrom, or new technologysuch agreement.

Patent Prosecution. 6.1 UNIVERSITY has or shall 6.1. LICENSEE shall, in the name of the University of Florida, apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in foreign countries. The prosecution, filing and maintenance of all Patent Rights patents and applications shall be the primary responsibility of LICENSEE. LICENSEE shall seek patent extension for patents licensed under the Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE LICENSEE, under such applicable laws and regulations throughout such countries, where such patent extension rights are available currently or are available in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesfuture. LICENSEE shall have keep University advised as to all developments with respect to the opportunity Patent Rights and shall supply to University copies of all correspondence and papers received in connection therewith within ten (10) business days of receipt or filing thereof. As required by law, LICENSEE must provide all correspondence to and advise and cooperate UFRFI in a timely manner in order to permit UFRFI to comment on all actions before they are taken by LICENSEE's patent counsel. All final decisions with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides respect to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationPatent Rights are reserved to UFRFI, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered as required by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelaw. 6.2 All 6.2. Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution prosecution, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Patent Rights shall be the responsibility of LICENSEE. 6.3. If LICENSEE desires that a patent application be filed on University Inventions, LICENSEE shall promptly prepare, file and prosecute a patent application or applications in the University's name, and/or any pertinent continuation, continuation-in-part and/or reissue application(s) thereof in the United States directed to such University Inventions. University shall thereafter assign all such University Inventions to UFRFI. LICENSEE shall bear all expenses incurred in connection with such preparation, filing and prosecution of U.S. and foreign patent application(s) and patents directed to University Inventions. UFRFI shall cooperate with LICENSEE to assure that such application or applications, and any such continuation, continuation-in part and/or reissue application(s) thereof will cover, to the best of LICENSEE's knowledge, all items of commercial interest and importance. UFRFI shall have the right to advise and cooperate with LICENSEE in such prosecution, and such advice shall not be required rejected unreasonably. 6.4. If LICENSEE elects not to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30exercise its option(s) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE Agreement, or decides to discontinue the financial support of the prosecution or maintenance of the protection of the Patent Rights in the United States and in foreign countries, or is grossly negligent in its prosecution or maintenance of the protection thereof, UFRFI shall own be free a to file or continue prosecution or maintain any new patent applicationsuch application(s), and to maintain any patent that issues therefrom, or new technology protection issuing thereon in the SLE FIELD developed independently of the UNIVERSITY U.S. and UNIVERSITY employees and shall not owe the UNIVERSITY in any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyforeign country at UFRFI's sole expense.

Patent Prosecution. 6.1 UNIVERSITY has or LICENSOR shall apply for and seek prompt issuance of diligently prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States with legal counsel of its choice, after consultation with LICENSEE. LICENSOR shall provide LICENSEE with copies of all relevant documentation and in such foreign countries as may be designated by keep LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance informed and apprized of the required foreign filing datescontinuing prosecution. LICENSEE shall have the opportunity to advise keep any such documentation and cooperate with UNIVERSITY information confidential. 6.2 LICENSEE shall reimburse LICENSOR for all costs and legal fees incurred by LICENSOR in the prosecutionpreparation, filing prosecution and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEincluding without limitation, and any taxes on such patent rights, however, LICENSEE shall have the right to: a. to receive copies of all patent correspondence; b. to solicit, review and approve estimates and final ▇▇▇▇▇▇▇▇ from said patent attorneys for the above listed services; c. to review and provide comment on all correspondence from and all applications and draft responses to the patent office; d. to select the foreign countries in which patent applications shall be filed, prosecuted, and maintained, provided, however, that LICENSOR, at its sole expense own cost and expense, shall have the right to assume control of file, prosecute, maintain, and license patent applications/patents in a foreign country or countries in which LICENSEE does not elect to file; e. to elect whether and when to file divisionals, continuations, and continuations-in-part provided, however, that LICENSOR, at its own cost and expense, shall have the preparationright to file, filingprosecute, prosecution maintain, and maintenance of such patent application or patent. If license said divisionals, continuations, and continuations-in-part if LICENSEE no longer wishes does not elect to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSfile said divisionals, then continuations, and/or continuations-in-part, in which case LICENSEE shall provide written notice have no license rights or otherwise to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officethose patents. 6.2 All 6.3 Except at otherwise provided herein, payment of all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE, whether such fees and costs were incurred before or after the EFFECTIVE DATE. LICENSEE shall not be required to reimburse the UNIVERSITY for any pay such fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE to LICENSOR within thirty (30) days after receipt of UNIVERSITYinvoicing; late payments shall accrue interest and shall be subject to Paragraph 5.6. 6.4 In the event the PATENT RIGHTS are licensed to an independent third party for a different field of use, LICENSEE’S invoice therefore. Payments pursuant to will subsequently be responsible only for its pro-rata share of patent prosecution expenses as described in this Section 6.2 are not creditable against royalties. 6.3 6. For example, if the total number of Licensees for PATENT RIGHTS is two, LICENSEE shall own any new be obligated to pay 1/2 of all patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyexpenses.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 LICENSOR shall apply for and seek prompt issuance of prosecute and maintain during all Patent Rights using counsel of its choosing. LICENSOR will consult with LICENSEE on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance prosecution of such patents. If UNIVERSITY decides to abandon the preparationPatent Rights, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEwill keep LICENSEE fully informed with respect thereto, and will provide LICENSEE shall have with copies of all patent applications, patent office actions and/or other documents related to the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTSPatent Rights. LICENSEE shall notify UNIVERSITY immediately ifbe entitled to review and comment upon all actions undertaken in the prosecution and maintenance of Patent Rights and LICENSOR shall consider and reasonably incorporate all such comments and advice. 7.2 LICENSEE will reimburse LICENSOR, at no less frequently than quarterly and within thirty (30) days of mailing of invoice by LICENSOR, for all legal fees incurred in filing, securing, protecting, prosecuting, and maintaining Patent Rights, including any time foreign filing, divisional, continuation, or reissue thereof during the term of this Agreement. This obligation to reimburse LICENSOR for all prosecution and maintenance costs related to Patent Rights shall continue for as long as this Agreement remains effective. If LICENSEE elects to abandon payment of the expenses of a particular patent or patent application within the Patent Rights, LICENSEE or shall notify LICENSOR at least thirty (30) days prior to such action, but in no case later than thirty (30) days prior to any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees required action relating to the filing, prosecution and prosecution, or maintenance of the PATENT RIGHTS whether incurred prior to such patent or after the EFFECTIVE DATE of this Agreement patent application. In such event, Exhibit A shall be the responsibility amended to remove such patent or patent application therefrom, and all rights of LICENSEE. LICENSEE with respect to that patent or patent application will terminate and LICENSOR shall not be required have no further obligation to reimburse the UNIVERSITY for any fees under this section LICENSEE with respect to that have been paid to the UNIVERSITY by prior licensees patent or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Within a reasonably practical time following the Effective Date, but in no event not longer than sixty (60) days after such date (“Prosecution Transfer Period”), ANAPTYS shall apply at its own expense be solely responsible for maintaining and seek prompt issuance prosecuting the Patent Rights including for the avoidance of doubt all annuity and maintain during renewal fees and for the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance conduct of any patent claims or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees proceedings relating to the filingPatent Rights including any interference, opposition, infringement or revocation proceedings. ANAPTYS shall have sole responsibility for the appointment or otherwise of a patent agent and in deciding upon the scope and geographical extent to which any patent may be filed after written agreement from MRC. During the Prosecution Transfer Period, MRC will be solely responsible for (i) making all payments and maintaining all prosecution such that there are no losses of Patent Rights, (ii) timely transfer all files related to the Patent Rights, and (iii) timely file all documents necessary to affect the transfer to ANAPTYS and enable ANAPTYS to assume its responsibilities under this Section 6.2. For avoidance of doubt, ANAPTYS will pay all costs incurred by MRC during the Prosecution Transfer Period for the prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid Patent Rights (to the UNIVERSITY by prior licensees extent such costs have not been previously reimbursed). (b) Should ANAPTYS decide that it does not wish to prosecute, maintain or defend the Patent Rights or any part thereof it shall give MRC not less than sixty (60) days notice of that decision before any critical time period and thereafter MRC may in its sole discretion and at its own costs and expense prosecute, maintain or defend the Patent Rights or any part thereof. If MRC so decides to prosecute, maintain or defend the Patent Rights or any part thereof ANAPTYS shall promptly arrange for its patent attorneys to transfer to MRC all relevant papers, files and other third partydocuments. (c) ANAPTYS agrees to keep MRC informed on major or key prosecution issues of the Patent Rights and arrange for MRC to be sent copies of any patent correspondence upon request of MRC. Fees and costs shall Any action relating to the prosecution of the continuing applications must be paid by LICENSEE within notified to MRC at least thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 (or the maximum possible if at least thirty 30 days notice are not creditable against royalties. 6.3 LICENSEE shall own available to ANAPTYS) prior to any new patent application, and submission to any patent office for MRC’s review. In the event that issues therefromMRC has a concern regarding the submission, the Parties will discuss to mutually resolve any potential conflict or new technology material impact to the parent patent applications in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Cytokinetics shall have the opportunity first right to advise file, prosecute and cooperate maintain all Cytokinetics Patents and Patents claiming any Arising Product IP (including jointly owned Patents) (collectively, the “Cytokinetics Prosecuted Patents”) throughout the world. Cytokinetics shall be responsible for the cost and expenses of filing, prosecuting and maintaining the Cytokinetics Prosecuted Patents both inside and outside the Territory. (b) Cytokinetics shall consult with UNIVERSITY Ji Xing and keep Ji Xing reasonably informed of the status of the Cytokinetics Prosecuted Patents in the prosecutionField in the Territory and shall promptly provide Ji Xing with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, filing Cytokinetics shall promptly provide Ji Xing with drafts of all proposed material filings and maintenance correspondence to any patent authority in the Territory with respect to the Cytokinetics Prosecuted Patents in the Field for Ji Xing’s review and comment prior to the submission of such patentsproposed filings and correspondences. Cytokinetics shall confer with Ji Xing and [*] Ji Xing’s comments prior to submitting such filings and correspondences in the Territory, provided that Ji Xing shall provide such comments within [*] of receiving the draft filings and correspondences from Cytokinetics. (c) Ji Xing shall provide Cytokinetics all reasonable assistance and cooperation in the patent prosecution efforts under this Section 10.2 at its own expense, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution. (d) If UNIVERSITY decides Cytokinetics intends to abandon the preparation, filing, or cease prosecution or maintenance of any patent or patent application covered by Cytokinetics Prosecuted Patent in the PATENT RIGHTSTerritory, then UNIVERSITY Cytokinetics shall provide written prior notice to LICENSEE, and LICENSEE shall have the right Ji Xing of such intention (which notice must be given at its sole expense to assume control least [*] in advance of the preparationnext deadline to take any action in the relevant patent office necessary to maintain existing rights in any such Cytokinetics Prosecuted Patent). Upon Ji Xing’s written election provided no later than [*] after such notice from Cytokinetics, filing, Cytokinetics shall either (i) continue prosecution and maintenance of such Cytokinetics Prosecuted Patent at Ji Xing’s direction and expense or (ii) permit Ji Xing to assume prosecution and maintenance of such Cytokinetics Prosecuted Patent at its own expense and using patent application or patentcounsel of its choosing. If LICENSEE no longer wishes Cytokinetics decides to support the abandon or cease prosecution or maintenance and Ji Xing elects to assume prosecution or maintenance of any patent or patent application covered by Cytokinetics Prosecuted Patent in accordance with this Section 10.2, for the PATENT RIGHTSavoidance of doubt, then LICENSEE such Cytokinetics Prosecuted Patent shall provide written notice to UNIVERSITY, and LICENSEE shall not no longer be responsible a Cytokinetics Patent for such corresponding patent expenses that are incurred subsequent to the date purposes of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term royalty payment provisions under Section 9.4 of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees (e) Each Party shall, and costs including attorneys’ fees relating to the filingshall cause its Affiliates and Representatives to, provide all reasonable assistance and cooperation in connection with prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees activities under this section that have been paid to the UNIVERSITY Section 10.2, including by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationmaking its employees, agents, and independent contractors reasonably available and executing any patent that issues therefromnecessary documents or instruments, or new technology in the SLE FIELD developed independently including powers of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyattorney.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE MediCept shall have the opportunity full authority to advise and cooperate with UNIVERSITY in the prosecutionfile, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationprosecute, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEmaintain, and LICENSEE enforce all patents and applications for patents, within the scope of the Patent Rights set forth above. MediCept shall have the right undertake all such activities at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYown expense, and LICENSEE shall not be responsible for such corresponding patent expenses with full authority, except that are incurred subsequent prior to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by submission to the United States Patent and Trademark OfficeOffice of any paper authorizing a change in the scope of patent protection for any invention within the Patent Rights, MediCept shall obtain the approval of Phenome, which approval shall not unreasonably be denied. 6.2 All MediCept shall reimburse to Phenome the amount of all reasonable fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Patent Rights incurred prior to or after the EFFECTIVE DATE date of this Agreement shall be unless those Patent Rights are also licensed to a third party in a field of use other than the responsibility Field of LICENSEE. LICENSEE Use, in which case, MediCept shall not be required to reimburse Phenome for the UNIVERSITY for any fees under this section that have been paid costs relating to the UNIVERSITY by prior licensees or any other third party. Fees filing, prosecution, enforcement, and costs shall be paid by LICENSEE within thirty (30) days after receipt maintenance of UNIVERSITY’S invoice therefore. Payments pursuant to those intellectual property rights outside the scope of this Section 6.2 are not creditable against royaltiesAgreement. 6.3 LICENSEE In the event MediCept elects not to pursue, maintain or retain a particular Patent Right licensed hereunder, MediCept shall own so notify Phenome in sufficient time for Phenome to assume the filing, prosecution and/or maintenance of such application or patent at Phenome's expense. In such event, MediCept shall provide to Phenome any new patent application, and authorization necessary to permit Phenome to pursue and/or maintain such Patent Right. MediCept shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Right.

Patent Prosecution. 6.1 UNIVERSITY has or A. SRI shall apply for and seek prompt issuance of file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance all of the required foreign filing dates. LICENSEE Patent that are the property of SRI. B. Eurobiotech shall have bear all patenting expenses related to the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent all Patent and Improvement licensed hereunder in whole or patent application covered by in part. C. SRI shall furnish Eurobiotech with copies of all allowed claims when such claims are allowed in the PATENT RIGHTS, then UNIVERSITY Field and in the Territory for all Patent and Improvement licensed hereunder. D. SRI shall provide written notice Eurobiotech with draft copies of all correspondence and filings and related prosecution documents on the Patent and Improvement licensed hereunder and Eurobiotech shall promptly provide comments, if any, to LICENSEESRI. SRI shall confer with Eurobiotech, and LICENSEE make reasonable efforts to adopt Eurobiotech's suggestions regarding prosecution tactics and strategy. Notwithstanding the foregoing, SRI shall have the right at to take such actions as are reasonably necessary, in its sole expense good faith judgement, to assume control of preserve all rights under the preparationPatent and Improvement throughout the Territory. As soon as practical, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date filing of receipt by UNIVERSITY any prosecution document, SRI shall provide Eurobiotech with a copy of such written notice document. In addition, SRI shall copy Eurobiotech with any official office action and SRI responses and submissions. Eurobiotech shall bear the expenses of the activities noted in this Article 14.E. E. SRI will inform Eurobiotech at least sixty (60) days prior to any decision having as a result the failure to file, or the abandonment of Patent applications or failure to maintain a Patent, Patents and Improvements licensed hereunder so that Eurobiotech may take over and maintain such Patent and Improvements in force. F. Provided that SRI has been informed by LICENSEE; Eurobiotech at least sixty (60) days in advance, in the event that Eurobiotech decides not to pay patenting expenses in any jurisdiction, SRI may elect to maintain such returned patent Patent and Improvements in force and terminate Eurobiotech's licenses granted as for the jurisdiction in which Eurobiotech abandoned or patent application failed to file or maintain such Patent rights. Notwithstanding the foregoing, Eurobiotech shall be excluded from obligated to pay patenting expenses within the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeEuropean Community. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 14.1 MSK shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, and prosecution or of all patent applications and the maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice all patents related to LICENSEE, MSK Inventions and LICENSEE Joint Inventions. MSK shall have the exclusive right at but not the obligation to prepare, file, prosecute and maintain any such patent applications and patents. If Company elects to exercise any of its sole expense options in Section 13.1, it may, within the Option Period, request MSK to assume control file and prosecute any patent application, U.S. or foreign, on the MSK Inventions or Joint Inventions described in the Disclosure related to the exercised option. 14.2 If Company elects to exercise any of its options in Section 13.1, Company shall bear all costs incurred in connection with the preparation, filing, prosecution and maintenance of such patent application U.S. and foreign applications directed to said MSK Invention or patent. If LICENSEE no longer wishes to support Joint Invention and the prosecution or maintenance cost of any patent activities investigating patentability, whether or patent application covered not the applications have been requested by the PATENT RIGHTS, then LICENSEE Company or initated by MSK. MSK shall keep Company advised as to all developments with regard to said application(s) and shall promptly provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date Company copies of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to all documents received and/or filed in connection with the filing, prosecution and or maintenance of the PATENT RIGHTS whether incurred prior thereof in reasonable time, subject to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesstatutory deadlines. 6.3 LICENSEE shall 14.3 Company may elect to discontinue its financial support of such prosecution and/or maintenance, provided Company notifies MSK in writing of such decision to discontinue reasonably in advance of MSK’s need to respond to any statutory deadlines. MSK may, at its discretion, proceed with such prosecution and/or maintenance at its own cost and expense. 14.4 If Company elects to discontinue the financial support of such prosecution and/or maintenance, Company thereby waives and gives up any new patent application, and any patent that issues therefrom, or new technology right it may have in the SLE FIELD developed independently related MSK Inventions and Joint Inventions it licensed through the exercise of its options in Section 13.1. With regard to a Joint Invention, should the UNIVERSITY Company subsequently use, license or sublicense any Joint Invention for economic gain, shall reimburse all fees and UNIVERSITY employees and shall not owe expenses incurred by MSK in connection with the UNIVERSITY any fee patent or royalty under section 4 relating other intellectual property protection which applies to such a new patent applicationuse, and any patent that issues therefrom, license or new technology.sublicense..

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 1. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such patentsPatent Rights’ activities, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. If UNIVERSITY decides CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to abandon provide recommendations to CMCC and shall cooperate with CMCC in the preparation, filing, prosecution or and maintenance of any the Patent Rights. CMCC and its outside patent or counsel will permit Licensee and its patent application covered by the PATENT RIGHTScounsel to prepare draft patent applications, then UNIVERSITY shall provide written notice draft responses to LICENSEEpatent office communications and office actions, and LICENSEE other draft documents pertaining to such Patent Rights’ activities, which shall have be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right at its sole expense to assume control of make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, applications and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officepatents. 6.2 All fees B. Licensee shall reimburse CMCC for all patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether incurred prior to or after Patent Rights. Outstanding uninvoiced patent costs are currently approximately $42,000 (forty two thousand) dollars. Licensee shall pay such current costs within ten (10) days of the EFFECTIVE DATE Effective Date of this Agreement Agreement. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for directly pay such invoices in compliance with such counsel’s customary business terms, but in any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE event within thirty (30) days. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensee shall notify CMCC not less than sixty (60) days after receipt prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of UNIVERSITY’S invoice thereforethe (60)-day notice period (or such longer period specified in Licensee’s notice). Payments pursuant CMCC shall then be free to this Section 6.2 are not creditable against royaltieslicense its rights to that patent or patent application to any other party on any other terms. 6.3 LICENSEE C. In the event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall own any new patent applicationso notify Licensee in a timely manner and, and any patent that issues therefrom, or new technology in subject to the SLE FIELD developed independently rights of the UNIVERSITY United States government, CMCC will allow Licensee to assume the filing, prosecution and/or maintenance of such application or patent on such economic and UNIVERSITY employees and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Right. In such event, CMCC shall not owe the UNIVERSITY provide to Licensee any fee or royalty under section 4 relating authorization necessary to permit Licensee to pursue, maintain and/or retain such a new patent application, and any patent that issues therefrom, or new technologyPatent Right.

Patent Prosecution. 6.1 UNIVERSITY has Consultant agrees to, at its expense, prosecute, or shall apply for cause to be prosecuted to allowance or final rejection, and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS reasonably maintain, in the United States and in such foreign other countries as Company may be designated by LICENSEE request from time to time, the patents and patent applications (or other similar rights throughout the world however called) Consultant in its sole discretion deems appropriate related to the Other Invention (“Other Invention Patent”). During the Evaluation Period Consultant shall notify Company in writing regarding all actions related to the Other Invention Patents and Company and Consultant shall discuss and mutually agree on the various activities and responses related thereto. Consultant shall reasonably pursue each such Other Invention Patent application to allowance. In the event Company exercises its Option with respect to any Other Invention, then Company shall at that point assume the expense of filing, prosecuting and maintaining any patent applications or patents relating to the Other Invention for which the Option was exercised After exercise of an Option relating to an Other Invention, Company shall pay all government fees required to obtain and keep in force any and all Other Invention Patents and applications therefor and shall submit evidence to Consultant that said government fees have been timely paid. In the event that Company decides not to prosecute, not to pay a government fee due on, or otherwise to abandon, any Other Invention Patent or application therefor within the in any country in which it is required to do so, Company shall send Consultant written notice to UNIVERSITY within a reasonable time of said decision at least ninety (90) days in advance of the action or payment due date. If Company decides not to prosecute, not to pay a government fee due on, or otherwise to abandon, a Other Invention Patent or application therefor in any country in which it is required foreign filing dates. LICENSEE to do so, Consultant shall have the opportunity option to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of take over such patentsOther Invention Patents. If UNIVERSITY decides Consultant takes over such Other Invention Patent pursuant to abandon the preparationforegoing sentence, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY Consultant shall provide written notice to LICENSEE, and LICENSEE shall have the right at in its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not discretion thereafter be responsible for paying the costs and expenses associated with prosecuting and maintaining such corresponding patent expenses that are incurred subsequent Other Invention Patent or application therefor. As set forth in Section 8, below, Company’s obligation to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall pay royalties may be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifreduced, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does but is not qualify as a “Small Entity” as provided relieved by the United States Patent and Trademark Officeabsence of an issued patent in any particular country. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing datesdates and University shall not abandon the Patent Rights during the Term of this Agreement without Licensee’s prior written notice to abandon. LICENSEE Licensee shall have the opportunity to provide input and advise and cooperate with UNIVERSITY the University in the prosecution, filing and maintenance of such patentsPatent Rights. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY University shall provide written notice Licensee with copies of all patent filings and other related material submissions and material correspondence in advance to LICENSEE, allow for review and LICENSEE comment by Licensee. University shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentreasonably consider all comments provided by Licensee in sufficient time. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term Term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution and maintenance of the PATENT RIGHTS Patent Rights (“Patent Costs”) shall be the responsibility of Licensee, whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required Such Patent Costs incurred by and billed to reimburse the UNIVERSITY for any fees under this section that have been paid University prior to the UNIVERSITY by prior licensees or any other third party. Fees and costs Effective Date in the amount of *** Dollars ($***) shall be paid by LICENSEE *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Licensee to University as follows: *** Dollars ($***) within thirty *** days of the Effective Date; ***Dollars (30$***) on the *** of the Effective Date, *** Dollars ($***) on the *** of the Effective Date; *** Dollars ($***) on the *** of the Effective Date; and *** ($***) on the *** of the Effective Date. Additionally, Licensee shall be liable to University for *** of University’s Patent Costs, for *** patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Patent Costs incurred after the Effective Date, or Patent Costs incurred before, but billed to University after the Effective Date, shall be paid by Licensee within *** (***) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Payments pursuant to this Section Article 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance 6.1. University will keep Licensee fully informed of the required foreign filing datesprosecution of Patent Rights, will seek Licensee’s comments and suggestions prior to taking material actions for the same, and will take all prosecution actions reasonably recommended by Licensee which would expand the scope of rights sought. LICENSEE However, University is the owner of the Patent Rights listed in Section 1 of the Agreement, and shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of exclusive responsibility for the preparation, filing, prosecution and maintenance of such the Patent Rights, including choice of patent application or patentcounsel. If LICENSEE no longer wishes to support the prosecution or maintenance Licensee will cover all of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, University’s reasonable past and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States future Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Costs within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesinvoices for Patent Costs from University. 6.3 LICENSEE 6.2. If Licensee does not agree to pay in full any costs which are necessary to the protection of certain rights at issue, University shall have the right to (i) abandon some or all of such rights at University’s sole discretion or (ii) incur those costs at its own expense (Returned Rights). In either case, such Returned Rights will thereafter be excluded from the licenses granted hereunder and University shall be free to license such Returned Rights to third parties without any new patent applicationfurther obligation to Licensee. Specifically, Licensee agrees to grant to University a non-exclusive royalty-free license, limited to the extent necessary to practice the Returned Rights, to any other patents exclusively licensed to Licensee by University which may be necessary for University to license third parties under these Returned Rights. Further, Licensee agrees to pay University an Administrative Fee, set forth in Section 1 of the Agreement, each time the Patent Rights are amended to reflect such forfeiture of rights. 6.3. Each party agrees to (i) reasonably cooperate with the other party and its designee(s) in the preparation, filing, prosecution, and maintenance of Patent Rights in accordance with this Article 6; (ii) deliver to the other party or its designee such records, data or other documents reasonably necessary for the other party to prepare, file, prosecute, maintain and enforce any Patent Rights as contemplated in this Agreement; (iii) execute, when requested, any other documents reasonably deemed necessary by the other party in connection with such activities; and (iv) take or cause to be taken all such other actions, as the other party may reasonably deem necessary or desirable in order for it to obtain the full benefits of this Agreement and the transactions contemplated hereby. As used in this Article 6, “prosecution and maintenance” shall be deemed to include the conduct of interferences or oppositions, requests for reexamination, and reissue or extension. 6.4. In addition to the United States, patent that issues therefrom, or new technology protection for the Patent Rights shall be pursued in the SLE FIELD developed independently foreign countries so identified in Section 1 of the UNIVERSITY and UNIVERSITY employees and shall not owe Agreement as mutually agreed to by the UNIVERSITY any fee or royalty under section 4 relating to such a new patent applicationparties, and any patent that issues therefrom, or new technologyin such additional foreign countries as the parties may identify in sufficient time to reasonably enable the preparation of such additional filings.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and 7.1 Subject to Paragraph 7.3, NYBC will maintain the PATENT RIGHTS during the term of this Agreement LICENSE AGREEMENT. All documents relating to the PATENT RIGHTS in will be forwarded to TRIMERIS within ten (10) business days of receipt by NYBC or its patent counsel, whichever is earlier. NYBC will take no action with respect to the United States PATENT RIGHTS without providing TRIMERIS a timely opportunity to review and in comment upon such foreign countries as may be designated by LICENSEE in a written notice action. NYBC will use its best efforts to UNIVERSITY within a reasonable time in advance ensure that all actions taken with respect to any of the required foreign filing dates. LICENSEE shall have PATENT RIGHTS address the opportunity commercial and business needs of TRIMERIS, as communicated by TRIMERIS hereunder. 7.2 Within fifteen (15) business days after the receipt of an itemized ▇▇▇▇, TRIMERIS will reimburse NYBC for fifty percent (50%) of all reasonable and ordinary fees and costs related to advise and cooperate with UNIVERSITY in the filing, prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice which were incurred prior to LICENSEEthe EFFECTIVE DATE, and LICENSEE shall have the right at its sole expense remaining fifty percent (50%) to assume control be paid within six months of the preparationEFFECTIVE DATE. 7.3 Within thirty (30) days of receipt of an invoice, TRIMERIS will reimburse NYBC for all reasonable and ordinary fees and costs relating to the filing, prosecution prosecution, and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that which are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned EFFECTIVE DATE. 7.4 TRIMERIS will have the sole right to decide whether to file, prosecute, and/or maintain any patent application or patent application shall be excluded from contained in the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifShould TRIMERIS decide not to file, at prosecute, and/or maintain any time during patent application or patent contained in the term of this AgreementPatent Rights, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filingTRIMERIS, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within no later than thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant prior to the applicable filing or other deadline, will provide written notice to NYBC to this Section 6.2 are effect, which then shall have the right, but not creditable against royaltiesthe obligation to file, prosecute and/or maintain the patent application or patent at its own expense. TRIMERIS will have no further rights in any such patent application and/or patent. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 LICENSEE shall apply be responsible for all past, present and seek prompt issuance future costs of filing, prosecution and maintain during the term maintenance of this Agreement the PATENT RIGHTS in the any and all United States and foreign patent applications and patents contained in the PATENT RIGHTS. All undisputed expenses relating to such patent prosecution shall be due and payable within thirty (30) days of receipt of invoice from LICENSOR for such expenses. Any and all such United States and foreign patent applications, and resulting issued patents, shall remain the property of the LICENSOR unless LICENSEE has an ownership interest or acquires an ownership interest in such foreign countries as may applications and patents. 7.2 The costs described in Article 7.1 shall include, but are not limited to, any past, present and future taxes, government fees, patent attorney fees, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be designated made by reimbursement to the LICENSOR. 7.3 All new and existing patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by patent counsel selected by LICENSEE in a written notice and which is reasonably acceptable to UNIVERSITY within a reasonable time in advance of the required foreign filing datesLICENSOR. LICENSEE shall have be responsible for directing prosecution. With respect to any LICENSED PATENTS, LICENSEE and patent counsel shall: (a) consult with the opportunity LICENSOR and keep the LICENSOR fully informed of the progress of all patent applications and patents, including all issues relating to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such PATENTRIGHTS; (b) consult with the LICENSOR and keep the LICENSOR fully informed about LICENSEE’s patent application or patent. If LICENSEE no longer wishes strategy with respect to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall ; (c) provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date LICENSOR advance copies of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdocuments relevant to preparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior sufficiently in advance of filing to or after allow the EFFECTIVE DATE LICENSOR a reasonable opportunity to review and comment on such documents; and (d) provide the LICENSOR with final copies of this Agreement shall be such documents. LICENSEE agrees to use COMMERCIALLY REASONABLE EFFORTS to obtain broad and strong patent protection in the responsibility best interest of the LICENSOR and LICENSEE. LICENSEE shall will not be required to reimburse the UNIVERSITY for finally abandon any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and or make decisions that would have a material impact on the nature or scope of any patent that issues therefromclaims without the LICENSOR’ consent. 7.4 LICENSEE shall apply, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall require SUBLICENSEES to apply, the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not owe limited to, the UNIVERSITY any fee or royalty under section 4 relating to such a new applicable patent application, and any patent laws of that issues therefrom, or new technologycountry.

Patent Prosecution. 6.1 UNIVERSITY has or a. USC shall apply for and seek prompt issuance of prosecute and maintain the PATENTS during the term course of this Agreement the PATENT RIGHTS Agreement. b. Licensee shall reimburse all reasonable legal expenses incurred and paid by USC in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution prosecuting and maintaining the U.S. and foreign PATENTS, including the expenses associated with parent patent applications listed in Appendix A whether such expenses were incurred before or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to after the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement. These legal expenses shall include the attorneys' and agents' fees, LICENSEE or filing fees and out-of-pocket costs associated with responding to office actions and any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All other fees and costs including attorneys’ directly related to obtaining and/or maintaining patent protection. Licensee shall advance payments of maintenance fees relating and annuities as part of such legal expenses to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY reimbursed by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Licensee within thirty (30) days after of request by USC, unless Licensee is advised otherwise by timely notice from USC. c. The first reimbursement payment made by Licensee shall be for the reimbursement of USC's patent expenses to date and shall be made upon the earlier of (i) thirty (30) days following the first public offering of equity in Biokeys or (ii) one year from the date that the option granted herein is exercised by Licensee. Thereafter, reimbursement payments shall be made by Licensee within thirty (30) days of receipt of UNIVERSITY’S an invoice thereforefrom USC citing any additional expenses. d. If the Licensee elects (i) not to pursue a PATENT or (ii) to terminate the prosecution or maintenance of a PATENT, the Licensee surrenders its right to make, use or sell PRODUCTS covered by the non-elected PATENT and shall grant to USC the exclusive rights previously granted to Licensee, without limitation. Licensee agrees to execute all necessary documents to carry out this grant of rights to USC. Payments pursuant referred to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, in Paragraphs 7.b. and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and 7.c. shall not owe the UNIVERSITY any fee be refunded upon such non-election or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologytermination.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply (A) Following the Effective Date and subject to Stanford’s approval, Isis will coordinate and be responsible for preparing, filing, prosecuting and seek prompt issuance of and maintain during maintaining the term of this Agreement the PATENT RIGHTS Licensed Patents in Stanford’s name in the United States Licensed Territory: The parties shall work together to develop a prosecution strategy and decide in such foreign which countries the Licensed Patents will be filed. (B) Isis will (i) keep Stanford and Alnylam informed as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance the filing, prosecution, maintenance and abandonment, as applicable, of the required foreign filing dates. LICENSEE shall Licensed Patents; (ii) furnish Stanford and Alnylam copies of documents relevant to any such filing, prosecution maintenance and abandonment, as applicable; (iii) allow Stanford and Alnylam reasonable opportunity to timely comment on documents to be filed with any patent office which would affect the Licensed Patents; (iv) give good faith consideration to the comments and advice of Stanford and Alnylam; provided however that Stanford will have the opportunity to advise provide Isis with final approval on how to proceed in any response or taking any such action; and (v) provide copies of any official written communications relating to the Licensed Patents to Stanford and cooperate with UNIVERSITY in Alnylam within ten (10) days of Isis receiving such communication and Stanford and Alnylam will provide any applicable comments to Isis no later than five (5) days prior to the prosecution, filing and maintenance of first deadline (without extensions) to file a response or take any action relating to such patentscommunication. If UNIVERSITY decides Stanford or Alnylam, as the case may be, do not provide comments within this time period to abandon Isis, Isis may respond or take such action as it sees fit. (C) To aid Isis in this process, Stanford will provide information, execute and deliver documents and do other acts as the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY Licensees shall provide written notice reasonably request from time to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patenttime. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any Isis may use counsel of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent choice, which must be acceptable to Stanford and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to Alnylam, for the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after Licensed Patents and the EFFECTIVE DATE of this Agreement Licensees shall be the responsibility of LICENSEEbilled directly by such counsel. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees Each Licensee may assign its rights and obligations under this section that have been paid Section 13.1 to the UNIVERSITY by a sublicensee, subject to prior licensees or any other third party. Fees notification to and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesapproval from Stanford. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Licensee shall apply for file, prosecute and seek prompt issuance of and maintain maintain, during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term course of this Agreement, LICENSEE the PATENTS, using outside patent counsel reasonably acceptable to USC. Should the filing of foreign patents be required, Licensee shall take responsibility for timely filing, prosecuting and maintaining said foreign patents. Licensee shall notify USC of all material information received by Licensee, including copies of documents received by or any prepared by or on behalf of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Licensee, relating to the filing, prosecution and maintenance of the PATENT patents and patent applications which form the basis of the PATENTS, and shall use commercially reasonable efforts to allow USC to review, comment, and advise upon such information. Licensee shall convey or transmit to USC material correspondence from outside counsel to USC related to the filing, prosecution and maintenance of PATENTS. Licensee shall consider in good faith the requests and suggestions of USC with respect to strategies for filing and prosecuting the PATENTS, and shall use commercially reasonable efforts to implement all commercially reasonable requests of USC. USC shall keep Licensee informed of information provided to USC, or developed at USC, where such information relates to the PATENTS and PROPERTY RIGHTS whether incurred necessary for the prosecution, protection and procurement of the PATENTS. Subject to Section 17 hereof, Licensee and USC agree to hold all information disclosed to it pursuant to this Paragraph 6(a) confidential and to use the information provided only for the purpose of advancing the PATENTS and/or practicing the license(s) granted to Licensee hereunder in accordance with the terms and conditions of this Agreement. (b) In the event that Licensee desires to cease prosecution or maintenance of any PATENT, Licensee shall provide reasonable prior written notice to USC of such intention to abandon (which notice shall, in any event, be given no later than […***…] days prior to the next deadline for any action that may be taken with respect to such PATENT with the applicable Patent Office), so that USC may, at its discretion, assume responsibility for such PATENT. If the Licensee assumes responsibility for a PATENT and then subsequently elects (i) not to pursue such PATENT or after (ii) to terminate the EFFECTIVE DATE prosecution or maintenance of such PATENT in any country, the Licensee surrenders its right to make, use or sell PRODUCTS covered by the non-elected PATENT in that particular country and shall grant to USC the exclusive rights previously granted to Licensee, without limitation, for that country. Licensee agrees to execute all necessary documents to carry out this Agreement shall be the responsibility grant of LICENSEErights to USC. LICENSEE Payments referred to in Paragraph 6(a) shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees refunded upon such non-election or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiestermination. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply CURF shall, be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution all applications and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from patents included in the PATENT RIGHTS. CURF shall consult with LICENSEE as to the maintenance of such applications and patents and shall furnish to LICENSEE copies of documents relevant to any such maintenance. CURF and LICENSEE shall notify UNIVERSITY immediately ifcooperate fully in determining, at in a timely manner, the countries in which patent protection shall be maintained. Each PARTY shall provide to the other prompt notice as to all matters that come to its attention and which may affect the maintenance of any time during the term of this Agreementsuch patents. In particular, LICENSEE will immediately notify CURF if LICENSEE or any of its sublicensees a SUBLICENSEE does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the preparation, filing, prosecution and maintenance of the PATENT RIGHTS shall be reimbursed by the LICENSEE, whether such fees and costs were incurred prior to before or after the date of this Agreement. Such reimbursements for expenses accrued prior to the EFFECTIVE DATE, as detailed in APPENDIX E are due according to the following schedule: (a) Fifty percent (50%) of patent fees related to PATENT RIGHTS accrued prior to the EFFECTIVE DATE are due on the EFFECTIVE DATE. (b) The remaining fifty percent (50%) of this Agreement patent fees related to PATENT RIGHTS accrued prior to the EFFECTIVE DATE are due on or before June 301 2011. Such reimbursements for expenses accrued on or after EFFECTIVE DATE shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE made within thirty (30) days after day of receipt of UNIVERSITY’S invoice thereforefrom CURF, and, if overdue, shall be subject to late charges as provided in Section 4.7. Payments pursuant The exact amount of such expenses accrued to this Section 6.2 date are not creditable against royaltiesspecified in APPENDIX E. No additional costs beyond that should be born without written approval of LICENSEE, except maintenance fees in existing jurisdictions, or which an estimated forward projection should be provided. 6.3 In the event LICENSEE elects to discontinue maintenance of any patent issued thereon, or if LICENSEE elects not to continue to pay the patent expenses under the PATENT RIGHTS, in any country, LICENSEE shall own notify CURF no later than thirty (30) days prior to any new patent applicationapplicable statutory bar date or response due date. From and after the date of such notice: (a) LICENSEE and its SUBLICENSEES shall have no rights, and any patent that issues therefrom, privileges or new technology license in the SLE FIELD developed independently specified country(ies) under this Agreement; (b) LICENSEE shall have no responsibility for expenses incurred in preparation, filing, prosecution and maintenance of PATENT RIGHTS in the specified country(ies); (c) LICENSEE agrees that it will not thereafter manufacture, use, sell or provide LICENSED PRODUCTS in the specified country(ies); and (d) The specified country(ies) will be automatically deleted from TERRITORY. 6.4 All patent applications and issued patents contained in PATENT RIGHTS shall be owned by UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyCURF.

Patent Prosecution. 6.1 UNIVERSITY has 8.1 LICENSOR shall be responsible for carrying out all of the following actions in the countries of the Territory which LICENSOR selects for patent coverage and in which LICENSEE requests LICENSOR to obtain patent coverage, unless LICENSOR declines to obtain such coverage, in which case LICENSEE, in the name of LICENSOR, may carry out one or shall apply for more of the following actions: 8.1.1 to seek or continue to seek or maintain patent protection in any country in the Territory on the Technology and seek prompt issuance of Product; 8.1.2 to file for, procure and maintain during the term of this Agreement the PATENT RIGHTS patents in any country in the United States Territory on the Technology and Product; and 8.1.3 to seek or continue to seek or maintain protection in such foreign countries as may be designated by LICENSEE the Territory of other proprietary rights relating to the Technology and Product. 8.2 If LICENSOR elects not to seek or continue to seek or maintain patent protection on the Technology or the Product in a written notice to UNIVERSITY within a reasonable time any country in advance of the required foreign filing dates. Territory, LICENSEE shall have the right, after receiving notice thereof from LICENSOR, to file, procure and maintain on behalf of LICENSOR, at LICENSEE’s expense, in such country or countries patents on the Technology or such Product. LICENSOR agrees to advise LICENSEE of all decisions taken related to patent protection in the Territory in a timely manner and to undertake any actions, make available any inventors and execute any documents necessary to file, procure and maintain on behalf of LICENSOR in such country or countries patents in the Territory on the Technology or Product. 8.3 Copies of all substantive communication to the patent offices in the Territory regarding applications or patents on the Technology sent or received by LICENSOR or LICENSEE, as the case may be, shall be provided to the other Party promptly after the sending or receipt thereof; and insofar as possible, copies of proposed substantive communications to such patent office shall be provided to such other Party in sufficient time before the due date in order to enable such other Party an opportunity to advise and cooperate comment on the content thereof. 8.4 Any action undertaken in connection with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered this Article 8 by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent carried out pursuant to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as instructions provided by the United States Patent and Trademark OfficeLICENSOR. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall (a) Except as expressly set forth in Section 6.01(b), DUKE shall, at its sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain the DUKE PATENT RIGHTS during the term of this Agreement AGREEMENT. DUKE will use reasonable commercial efforts to file, prosecute and maintain the DUKE PATENT RIGHTS. DUKE shall notify COMPANY in writing prior to filing any patent application within the DUKE PATENT RIGHTS in DUKE will keep COMPANY advised as to all developments with respect to, and will promptly deliver to COMPANY (or cause DUKE’s patent counsel promptly to deliver to COMPANY) all official documents and correspondence relating to the United States prosecution of, the DUKE PATENT APPLICATIONS, and/or applicable or related continuation, continuation-in-part and in reissue application(s) within the DUKE PATENT RIGHTS and respecting the maintenance and validity of all DUKE PATENTS issued or issuing with respect thereto COMPANY will have (i) the right to review DUKE PATENT APPLICATIONS and to make recommendations regarding the prosecution of such foreign countries DUKE PATENT APPLICATIONS, (ii) the right to receive such DUKE PATENT APPLICATIONS and related official documentations at such time as to allow a reasonable period for review thereof prior to any applicable deadline for filing or responding, and (iii) the right to request amendments of any such DUKE PATENT APPLICATION to include claims or arguments as may be designated appropriate for obtaining a patent claiming commercially relevant inventions. DUKE shall comply with all reasonable recommendations provided by LICENSEE in a written notice COMPANY with respect to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing prosecution and maintenance of patent applications and patents within the DUKE PATENT RIGHTS. Upon request by DUKE and/or its agents, COMPANY shall promptly inform DUKE in writing which non-U.S. countries, if any, in which COMPANY desires patent protection and DUKE PATENT RIGHTS shall reflect such patentsdesignations provided that COMPANY bears the associated costs as set forth in Section 6.02(a). If UNIVERSITY decides DUKE may elect to abandon seek patent protection in countries not so designated by COMPANY, in which case DUKE shall notify COMPANY in writing of such election, and from the preparationdate of such filing of such DUKE PATENT APPLICATION by DUKE in such undesignated countries, filingsuch DUKE PATENT APPLICATIONS and resulting DUKE PATENTS shall not be considered DUKE PATENTS RIGHTS (and/or DUKE PATENT APPLICATIONS and/or DUKE PATENTS as the case may be) in such countries and COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS in such countries Accordingly, DUKE shall be free to license such DUKE PATENTS and DUKE PATENT APPLICATIONS to THIRD PARTIES or otherwise dispose of such DUKE PATENTS and DUKE PATENT APPLICATIONS as it deems appropriate. It is understood and agreed that all final decisions with respect to prosecution or and maintenance of any patent or patent application covered by the DUKE PATENT RIGHTS, then UNIVERSITY shall provide written notice RIGHTS pursuant to LICENSEE, and LICENSEE this Section 6.01(a) are reserved to DUKE. (b) COMPANY shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support primary responsibility for all activities associated with the prosecution or maintenance of any patent or patent application covered by the DUKE PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time RIGHTS during the term of this AgreementAGREEMENT, LICENSEE or any provided that it first provides DUKE with written notice of its sublicensees desire to assume such responsibilities and obtains DUKE’s written approval of the legal counsel that COMPANY shall retain for such purposes, such approval not to be unreasonably withheld or delayed (It is acknowledged that DUKE does not qualify hereby give approval to COMPANYs choice of ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Esquire of King & Spalding LLP in Atlanta to serve as a “Small Entity” as provided by legal counsel for the United States Patent purposes of this Section 601(b)) DUKE acknowledges and Trademark Office. 6.2 All fees agrees that COMPANY has previously assumed, pursuant to the appertaining provisions of the OPTION AGREEMENT, primary responsibility for all activities associated with the prosecution and costs including attorneys’ fees relating maintenance of DUKE PATENT RIGHTS and intends to retain such responsibility during the term of this AGREEMENT. It is understood and agreed that DUKE shall provide COMPANY reasonable assistance with respect to the filing, prosecution, and maintenance of DUKE PATENT RIGHTS, including, but not limited to execution of documents relating to ownership of DUKE PATENT RIGHTS. It is further understood and agreement that COMPANY shall keep DUKE advised as to the status of the DUKE PATENT RIGHTS and COMPANY’s designated patent attorneys will provide DUKE, in a timely manner, with copies of all official documents and correspondence relating to the prosecution, maintenance, and validity of the appertaining DUKE PATENT RIGHTS. COMPANY shall consult with DUKE in such prosecution and maintenance, shall diligently seek advice of DUKE on all matters pertaining to the DUKE PATENT RIGHTS, shall diligently seek appropriate claims under the DUKE PATENT RIGHTS, and shall not abandon prosecution of any DUKE PATENT RIGHTS without first notifying DUKE in a timely manner of COMPANY’s intention and reason therefor, and providing DUKE with reasonable opportunity to assume responsibility for prosecution and maintenance of the appertaining DUKE PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement (which thereafter shall be subject to the responsibility provisions of LICENSEESection 6.02(b) as regards status as DUKE PATENT RIGHTS and LICENSED PRODUCTS and LICENSED SERVICES and COMPANY’s rights therein) Notwithstanding the foregoing or anything to the contrary in this AGREEMENT, it is understood and agreed all final decisions with respect to the prosecution and maintenance of the DUKE PATENT RIGHTS by COMPANY pursuant to this Section 601(b) shall be made by COMPANY, subject to the approval of DUKE, such approval not to be unreasonably withheld or delayed. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees COMPANY’s obligations under this section that have been paid Section 6.01(b) shall include, without limitation, an obligation to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within inform DUKE in a timely manner (no less than thirty (30) days after receipt prior to the appertaining filing deadlines) that COMPANY will not pursue patents in any non-US country so that DUKE may pursue such patents if it so desires in which case, from the date of UNIVERSITY’S invoice therefore. Payments pursuant such filing of such DUKE PATENT APPLICATIONS by DUKE, such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS shall not be considered DUKE PATENT RIGHTS (and/or DUKE PATENT APPLICATIONS and/or DUKE PATENTS, as the case may be) in such non-U.S. country and COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS in such non-US country Accordingly, DUKE shall be free to license such DUKE PATENTS and DUKE PATENT APPLICATIONS to THIRD PARTIES or otherwise dispose of such DUKE PATENTS and DUKE PATENT APPLICATIONS as it deems appropriate For avoidance of doubt, it is understood that COMPANY shall assume direct and full responsibility for payment of DUKE PATENT RIGHTS EXPENSES it incurs as a result of its assumption of responsibility for prosecution of DUKE PATENT RIGHTS under this Section 6.2 are not creditable against royalties6.01(b). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the full right and authority to, and shall use commercially reasonable efforts to, prepare, file, prosecute and maintain all Licensed Patent Rights in the Field in the Territory (which Licensed Patent Rights shall, for greater certainty, be the sole and exclusive property of Licensor), in consultation with Licensor, using counsel of its choice reasonably acceptable to Licensor. To the extent practicable, Licensee shall provide Licensor with drafts of substantive prosecution papers to be submitted to patent offices in the Territory (with reasonable advance notice, so that Licensor may have an opportunity to advise comment in a timely fashion), and Licensee shall give suggestions from Licensor reasonable consideration (but without any obligation to incorporate or accept such suggestions). Licensee shall provide Licensor with copies of all substantive prosecution papers submitted to or received from patent offices in the Territory, including patent applications and amendments thereto, relating to the Licensed Patent Rights. Licensor shall cooperate with UNIVERSITY and assist Licensee in the prosecution, filing and maintenance of connection with such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of Licensed Patent Rights, at no charge to Licensee for the time of Licensor's employees; provided that Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses incurred in connection therewith. Licensee shall not abandon or discontinue prosecution of any patent application or patent within the Licensed Patent Rights without giving Licensor at least ninety (90) days' written notice prior to any applicable deadline; provided, however, Licensee may take ministerial and non-material procedural actions regarding the Licensed Patent Rights without providing prior written notice to Licensor. If Licensee provides such notice, Licensor may continue prosecution and/or maintenance of such abandoned or discontinued patent application or patent within the Licensed Patent Rights at its sole discretion and expense, and such thereafter such patent application or patent. If LICENSEE patent within the Licensed Patent Rights shall no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology included in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyLicensed Patent Rights hereunder.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office.. Sample 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement $ (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Licensee to University within ten (10) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall The Parties shall, in their sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain during all their own Solely Developed Intellectual Property arising out of or in connection with the term RESEARCH PROGRAM. 6.2 If the Parties create JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the Parties agree to consult with one another as reasonably necessary to obtain and perfect intellectual property rights specific to such technology. The Parties further agree to equitably share the cost of this Agreement obtaining and perfecting such rights. In the PATENT RIGHTS in event of a dispute, U.S. patent law shall govern. 6.3 In the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term event ALIEN elects an exclusive license under Article 5 of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States ALIEN shall reimburse all legal expenses, including Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Cooperation Treaty (PCT) applications, relating to patenting the filingintellectual property paid by NDSU and shall pay for all future expenses as long as ALIEN’s exclusive license to the intellectual property has not terminated. Nothing in this Article 6.3 shall be construed to lessen NDSU’s management of the patent application, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement intellectual property. ALIEN shall be consulted regarding the responsibility prosecution of LICENSEEsuch patents. LICENSEE ALIEN shall not be required to reimburse the UNIVERSITY for PCT national phase filings or foreign filings for any fees country unless such filings are at the request of ALIEN or NDSU secures ALIEN’s agreement prior to filing. 6.4 As to patents prosecuted by NDSU for NDSU SOLELY DEVELOPED INTELLECTUAL PROPERTY on which ALIEN has elected to take an exclusive license under Article 5, NDSU shall provide ALIEN with copies of all relevant documentation so that ALIEN may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and ALIEN shall keep this section that documentation *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been paid filed separately with the Commission. confidential in accordance with Article 2. NDSU shall endeavor to amend any patent application to include reasonable claims or disclosures requested by ALIEN and required to protect the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesproducts and/or processes derived from the patent application. 6.3 LICENSEE 6.5 As to patents prosecuted by either Party for JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the prosecuting Party shall own provide the other Party with copies of all relevant documentation so that the other Party may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and the other Party shall keep this documentation confidential in accordance with Article 2. The prosecuting Party shall endeavor to amend any new patent application to include reasonable claims or disclosures requested by the other Party and required to protect the products and/or processes derived from the patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply Foundation will be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or prosecution, protection, defense and maintenance of any all Patent Rights, using independent patent or patent application covered by counsel reasonably acceptable to Licensee. However, Foundation shall give Licensee the PATENT RIGHTSopportunity to provide comments on and make requests of Foundation concerning the preparation, then UNIVERSITY shall provide written notice to LICENSEEfiling, prosecution, protection, defense and maintenance of the Patent Rights, and LICENSEE shall seriously consider such comments and requests; however, final decision-making authority shall vest in Foundation. 6.2 Foundation, either directly or through its attorneys, shall keep Licensee or its designated attorneys adequately informed with respect to the filing, prosecution, and maintenance of all patent applications and patents licensed under this Agreement. Licensee shall have the right at to request and receive additional information, as Licensee or its sole expense attorneys may require, including copies of patent applications, patents, patent office actions, and replies thereto. 6.3 Separate from the payments set forth in Article 4, Licensee shall reimburse Foundation for all reasonable costs associated with the Patent Rights incurred after the Effective Date and paid by Foundation or its Affiliate without reimbursement by a third party. These reimbursements shall be due within thirty (30) days after receipt of Foundation’s invoice by Licensee, and shall be non-refundable and non-creditable. To the extent practicable, such expenses shall be pre-approved by Licensee, and Foundation agrees to assume control of consult with Licensee as to the preparation, filing, prosecution and maintenance of the Patent Rights and shall furnish to Licensee copies of relevant documents in Foundation’s or its counsel’s possession reasonably in advance of such patent application or patentconsultation. If LICENSEE Licensee fails to provide direction before two (2) weeks prior to a deadline, Foundation will proceed on its own judgment and, provided that Licensee has received two (2) months’ prior notice of the deadline, Licensee shall be responsible for costs as if pre-approved. If, by two (2) weeks prior to expiration of a filing deadline, Licensee elects not to make such payment, Foundation may elect to make such payment at Foundation’s own cost, in which case Licensee shall have no longer wishes further rights with respect to support said specific patent action, any other Section of this Agreement notwithstanding. 6.4 If Licensee decides that it does not wish to pay for the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSPatent Rights in a particular country, then LICENSEE Licensee shall provide Foundation with prompt written notice of such election. Upon receipt of such notice by Foundation, Licensee shall be released from its obligation to UNIVERSITY, and LICENSEE shall not be responsible reimburse Foundation for such corresponding patent expenses incurred thereafter as to such Patent Rights; provided, however, that are incurred subsequent expenses authorized prior to the date of receipt by UNIVERSITY Foundation of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether deemed incurred prior to the notice. In the event of Licensee’s election hereunder to no longer pay for prosecution or after the EFFECTIVE DATE maintenance of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required any Patent Rights, any license granted by Foundation to reimburse the UNIVERSITY for any fees under this section that have been paid Licensee hereunder with respect to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationsuch Patent Rights will terminate, and any patent that issues therefromLicensee will have no rights whatsoever to exploit such terminated Patent Rights. Foundation will then be free, without further notice or new technology obligation to Licensee, to grant rights in and to such terminated Patent Rights to third parties in the SLE FIELD developed independently Field of Use, while Licensee shall retain full rights hereunder with respect to all other patent rights then within the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationresponsibility for preparing, filing, prosecuting and maintaining the LICENSED PATENTS and conducting any interferences, reexaminations or requesting reissues or patent term extensions with respect to the LICENSED PATENTS in the United States, and the right to prepare, file, prosecute and maintain the LICENSED PATENTS and conduct any interferences, reexaminations or request reissues or patent term extensions with respect to the LICENSED PATENTS, or to take such similar actions to protect the LICENSED PATENTS in any other country. During the TERM LICENSEE shall prosecute and/or maintain, as appropriate, the LICENSED PATENTS in at least the countries in which LICENSOR has already begun prosecution or and/or maintenance (“PROSECUTION COUNTRIES”), a list of which shall be provided by LICENSOR upon request. LICENSEE shall keep LICENSOR fully informed as to the status of such patent matters, including without limitation by providing LICENSOR with the opportunity to review and comment on any documents which will be filed in any patent office and by providing LICENSOR copies of any documents received by LICENSEE from such patent offices including notices of all interferences, reexaminations, oppositions or requests for patent term extensions. In the event that LICENSEE declines or fails to prepare, file, prosecute or maintain any LICENSED PATENTS in any PROSECUTION COUNTRY, LICENSEE shall promptly, and in no event later than ninety (90) days prior to any filing deadline, provide written notice to LICENSOR and LICENSOR shall then have the right to assume such responsibilities at its own expense using counsel of its choice. In addition, LICENSEE shall promptly notify LICENSOR of any decision to abandon a patent or patent application covered by the PATENT RIGHTSLICENSED PATENTS in any country, then UNIVERSITY shall provide written notice to LICENSEEin which case, and LICENSEE LICENSOR shall have the right option, at its sole expense and with counsel of its choice, of continuing to assume control of the preparation, filing, prosecution and maintenance of prosecute any such pending patent application or patentof keeping the issued patent in force. If LICENSEE no longer wishes abandons, declines or fails to support prepare, file, prosecute or maintain any LICENSED PATENTS as set forth in this Section, the prosecution or maintenance of any patent or patent application covered licenses granted by the PATENT RIGHTS, then LICENSOR to LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesII shall immediately become non-exclusive. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of of, and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE University will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt extent practicable, all documents prepared by UNIVERSITY of such written notice by LICENSEE; such returned University’s counsel for submission to governmental patent or patent application shall offices will be excluded from the PATENT RIGHTSprovided to Licensee for review and comment prior to filing. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement [***] (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Licensee within thirty (30) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the Term of this Agreement but in response to any instructions that were sent during the Term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or The Parties intend to establish broad patent protection for Collaboration Compounds and other patentable inventions arising from the Research. Miles shall apply for supervise and seek prompt issuance direct patenting of all patentable inventions conceived in the course of and maintain within the scope of the Research and reduced to practice during the term Research Term or within one year thereafter by employees of this Agreement both Parties (the PATENT RIGHTS “Inventions”). Miles shall file and prosecute all patent applications covering Inventions. All internal costs and expenses of prosecuting such patent applications covering Inventions shall be borne by [ * ]. All [ * ], for prosecuting such applications on Inventions shall be paid by [ * ] and be [ * ]. Miles shall give Onyx copies of all such applications and related correspondence, in the United States sufficient time to allow Onyx reasonably to comment thereon. Miles shall maintain all Patents that issue on such applications. The external costs and expenses in such foreign countries as relation thereto shall be borne by [ * ] and be [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. Each Party may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, make its own decision regarding filing and maintenance of prosecuting applications for Patents on inventions made solely by such patents. If UNIVERSITY decides Party, except with respect to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered inventions owned by the PATENT RIGHTSother Party pursuant to Section 20.1(b), then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE for which such other Party shall have the right to file and prosecute patent applications. All such applications shall be [ * ]. Prior to such filing, the Parties will consult with each other to facilitate uniformity and efficiency in the filing and prosecution of applications to obtain Patents. Each Party shall be responsible for all costs of prosecuting and maintaining any applications and patents it files hereunder. If a Party decides not to file or maintain an application or patent in any country on an invention hereunder, it shall give the other Party notice to this effect; after that notice, the other Party may, at its sole expense to assume control of the preparationexpense, filing, prosecution and maintenance of file or maintain such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE the first Party shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating assign to such a new patent application, and any patent that issues therefrom, other Party the rights in such application or new technologypatent.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any ·time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All Licensee shall be responsible for all fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights associated with US provisional [***] and PCT application [***]. Licensee shall be responsible for [***] of all fees and costs, including attorneys’ fees, relating to the PATENT RIGHTS filing, prosecution, maintenance, and post grant proceedings relating to the Patent Rights associated with provisional application [***], PCT application [***], and US Application [***], whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required to reimburse the UNIVERSITY for any Such fees under this section that have been paid and costs incurred by University prior to the UNIVERSITY by prior licensees or any other third party. Fees Effective Date in the amount of $[***] (“Pre-agreement Expenses”) are due on the Effective Date and costs shall be paid by LICENSEE Licensee to University as follows: $[***] due within thirty (30) days [***] of the Effective Date: and thereafter $[***] due every [***] for a total of [***] equal payments Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by Licensee within [***] after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights associated with US provisional [***] and PCT application [***]. Licensee shall be liable to University for [***]% of all University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights associated with provisional application [***], PCT application [***], and US Application [***]. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall royalties or any other payment due to University under this Agreement. If Licensee does not agree to bear the expense of filing patent applications in any country in which University wishes to obtain patent protection, then University may file and prosecutes applications at its own any new patent application, expense and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and license granted hereunder shall not owe the UNIVERSITY any fee or royalty under section 4 relating to exclude such a new patent application, and any patent that issues therefrom, or new technologycountries.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Acclarent shall have the opportunity sole right and discretion to advise make all decisions regarding patent protection, copyright registration or other forms of legal protections with respect to Resulting Intellectual property owned by Acclarent under Section 8.1(a) above and cooperate Acclarent will solely control and bear the cost of applying for, prosecuting, obtaining and maintaining any patent, copyright registration of other mode of legal protections therefore. Advanced shall have the sole right and discretion to make all decisions regarding patent protection, copyright registration or other forms of legal protections with UNIVERSITY respect to Resulting Intellectual property owned by Advanced under Section 8.1(b) above and Advanced will solely control and bear the cost of applying for, prosecuting, obtaining and maintaining any patent, copyright registration or other mode of legal protections therefore. Acclarent shall have the first option to evaluate all Resulting Intellectual Property that is jointly owned under Section 8.1(c) above and, in its sole discretion, elect whether or not to pursue patent protection, copyright registration or other forms of legal protections, where the prosecutioninitial and subsequent filings, filing if any, are to occur, and maintenance determine whether the patent protection will continue to be sought or maintained. In exchange, Acclarent shall bear all costs of such patents. If UNIVERSITY decides to abandon the preparationsearching, preparing, filing, prosecution prosecuting, and maintaining patent protection for such jointly owned Resulting Intellectual Property on which it elects to pursue patent protection, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. copyright registration or maintenance other modes of legal protection. If Acclarent elects not to pursue patent protection, copyright registration or other modes of legal protection in a country for any patent or jointly owned Resulting Intellectual Property, Advanced may elect to pursue, at its own expense, such protection. In addition, if Acclarent files a patent application covered by on any jointly owned Resulting Intellectual Property with claims that are limited to the PATENT RIGHTSField of Use, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE Advanced shall have the right to file and prosecute at its sole own expense additional patent applications, continuations, divisionals, etc., with claims that are not limited to assume control the Field of Use. Each Party agrees to cooperate and assist the preparationother Party in regard to the above provisions, filingprovided, prosecution however, that any Party providing assistance to the other Party with respect to any patent application, copyright registration or other mode of legal protection being sought shall be reasonably compensated by the other Party for time expended and maintenance out of such patent application pocket expenses incurred. In cases where Advanced is the party providing assistance to Acclarent, Advanced shall be compensated for time expended based on the compensation schedule set forth in Section 3.2 above. In addition, under no circumstances shall Advanced be required to disclose any of its confidential, proprietary or patent. If LICENSEE no longer wishes to support trade secret information in the prosecution or maintenance course of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeprosecution process. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesAppendix 1. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance The specifications of any patent or such patent application covered and any patent issuing thereon shall state, to the extent applicable, “This invention was made with government support under [contract] awarded by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of [Federal agency]. The government has certain rights in this invention.” Patent counsel for the preparation, filing, prosecution and maintenance of the Patent Rights in CMCC’s name shall be mutually agreed upon by CMCC and Licensee. Although CMCC shall be the client in the attorney-client relationship with such patent application or patent. If LICENSEE no longer wishes counsel, Licensee shall have day-to-day responsibility for interaction with such patent counsel relating to support prosecution of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights, and LICENSEE may provide recommendations to such patent counsel regarding the scope and content of patent applications to be filed * Confidential Treatment Requested 26 and prosecuted to assure that the Patent Rights cover ail items of commercial interest to Licensee. Licensee and CMCC each shall not be responsible for receive copies of all correspondence with respect to such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Patent Rights in sufficient time to or review and provide comments and with file copies after the EFFECTIVE DATE action is completed, and each shall receive a copy of this Agreement invoices. B. Licensee shall reimburse CMCC for all reasonable past patent costs and all present and future patent costs of CMCC’s outside patent counsel incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent Rights, except that Licensee’s obligation to pay patent costs relating to * (with respect to which Licensee has a non-exclusive license hereunder) shall be limited to its pro rata share of such costs, based upon the responsibility number of LICENSEEall licensees thereunder. LICENSEE Patent costs are currently *. Licensee shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and pay such current costs as follows: * shall be paid by LICENSEE within thirty (30) days of the Effective Date of this Agreement, * shall be paid at the closing, after receipt the Effective Date, of UNIVERSITY’S invoice thereforethe balance of the bridge financing, and * shall be paid upon closing the Series A Preferred Stock financing. Payments pursuant Upon written request of CMCC, and only upon such CMCC request, Licensee agrees to this Section 6.2 are have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms. If Licensee elects in writing not creditable against royalties. 6.3 LICENSEE to pay the expenses of a patent application or patent included within Patent Rights, Licensee shall own any new notify CMCC not less than sixty (60) days prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the sixty (60) -day notice period (or such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. For the avoidance of doubt, and the failure by Licensee to pay any patent that issues therefrom, or new technology in expenses by reason of and during the SLE FIELD developed independently course of a good faith dispute concerning the UNIVERSITY and UNIVERSITY employees and amount of such expenses shall not owe be construed as or interpreted to be an election by Licensee to which the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyprovisions of this Paragraph B apply.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice, subject to customary consultation. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in such Trademark Office and foreign countries as may be designated by LICENSEE in a written notice patent offices relating to UNIVERSITY Patent Rights. Licensee shall keep those documents confidential subject to the terms of Section 17 . 7.2 Licensee shall pay UFRF [*] dollars ($[*]), within a reasonable time in advance [*] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Patent Rights, and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will implement any reasonable comments provided by Licensee or Licensee’s counsel provided that such comments are not considered by UFRF to be detrimental to UFRF’s interests. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [*] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. Licensee shall have the right at its sole expense pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such the Patent Rights that were not reimbursed pursuant to Section 7.2 within [*] of receipt of an invoice from UFRF. Licensee shall keep UFRF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to United States and applicable foreign patent application or patentlaws. If LICENSEE no longer wishes to support the prosecution or maintenance Licensee shall inform UFRF of any patent or patent application covered by changes in writing of the PATENT RIGHTS, then LICENSEE shall provide small entity status within [*] of any change. 7.4 Licensee may elect upon [*] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to Licensee by this Agreement with respect to that Patent Right terminates after the [*] in that country or jurisdiction. Notwithstanding anything to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of contrary in this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by Licensee shall file and maintain the Patent Rights in the following countries: United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filingStates, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationEurope, Canada, Australia, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyJapan.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of in all relevant major market countries designated by Licensee of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 1. CMCC reserves the United States and in such foreign countries as may be designated by LICENSEE in a written notice sole right to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity make all final decisions with respect to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentapplications and patents. If LICENSEE no longer wishes Although CMCC shall be the client in the attorney-client relationship with patent counsel, Licensee shall have day-to-day responsibility for interaction with such patent counsel relating to support prosecution of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights, and LICENSEE may provide recommendations to such patent counsel regarding the scope and content of patent applications to be filed and prosecuted to assure that the Patent Rights cover all items of commercial interest to Licensee. Licensee and CMCC each shall not be responsible for receive copies of all correspondence with respect to such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Patent Rights in sufficient time to review and provide comments and with file copies after the action is completed, and each shall receive a copy of invoices. B. Licensee shall reimburse CMCC for all patent costs, past, present and future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent Rights, provided that Licensee shall be notified prior to or after such costs exceeding $20,000. Past patent costs are the EFFECTIVE DATE full amount of this Agreement $2,265 for patents in Appendix 1B and capped at a maximum of no more than $20,000 for the patent applications in Appendix 1 A. Licensee shall be pay such costs for the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees patents and costs shall be paid by LICENSEE applications in Appendix 1A and Appendix 1B within thirty (30) days after receipt of UNIVERSITY’S an invoice thereforecovering such costs. Payments pursuant Upon request of CMCC, and only upon such CMCC request, Licensee agrees to this Section 6.2 are have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms, but in any event not creditable against royaltiesgreater than thirty (30) days from receipt of invoice which is not disputed in good faith. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensed Products or Licensed Processes, Licensee shall notify CMCC not less than sixty (60) days prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the (60)-day notice period (or such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. 6.3 LICENSEE C. In the event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall own any new patent applicationso notify Licensee and, subject to the rights of the United States government and any other contractual obligations to research sponsors when applicable, CMCC shall, provided that the Licensee is not in breach of this Agreement and hasn’t cured such breach during any applicable cure period, authorize Licensee to assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. The parties agree in good faith to discuss and address any issues that issues therefromresulted in CMCC’s election not to pursue such Patent Rights. In such event, or new technology CMCC shall provide to Licensee reasonable assistance in the SLE FIELD developed independently filing, prosecution and/or maintenance of such application or patent and any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right, on such economic and other terms as the parties shall mutually agree. D. The maintenance of Patent Rights in Appendix 1B are and shall remain under the administration of MIT. MIT shall directly submit invoices for payment to Licensee. Licensee shall be responsible for a twenty five percent (25%) share of past costs and future patent costs going forward. In the event that the third party abandons their rights to the patents in Appendix 1 B, CMCC and MIT shall not be required to subsidize the seventy five percent (75%) share of costs paid by the third party to maintain Licensee’s share of costs at twenty-five percent (25%). CMCC and Licensee shall negotiate a reasonable expansion in the Field of Use for any of these Patent Rights which Licensee also agrees to pay some or all of the UNIVERSITY and UNIVERSITY employees and shall not owe 75% share of patent costs. Licensee will then be notified to either pay the UNIVERSITY any fee new share of costs going forward for the patents in Appendix 1B or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologygive up those rights.

Patent Prosecution. 6.1 UNIVERSITY (A) As long as the Licensee has or shall apply paid Patent Costs as provided for in this Article 17 (Patent Prosecution and seek prompt issuance of Maintenance), The Regents will diligently prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and foreign patents comprising the Patent Rights. Patent Rights will be held in the name of The Regents, obtained with counsel of The Regents’ choice, and The Regents will be the client of record for such counsel. The Regents will consider any comments or suggestions by Licensee with respect to Patent Actions, however, The Regents’ patent counsel will take instructions on all Patent Actions from The Regents. The Regents is entitled to take action to preserve rights and minimize costs whether or not Licensee has provided any comments, and will use reasonable efforts not to allow any Patent Rights to lapse or become abandoned without Licensee’s written authorization under this Article 17, except for the filing of continuations, divisionals, or the like that substitute for the lapsed applications. The Regents shall have no requirement to file, prosecute or maintain Patent Rights if Licensee is not current with its Patent Cost obligations as set forth in Article 17. (B) The Regents will provide Licensee with copies of each patent application, office action, response to office action, or other patent prosecution correspondence with patent offices regarding Patent Rights as requested by Licensee. The Licensee agrees to keep this documentation confidential as provided for in Article 29 (CONFIDENTIALITY). (C) The Regents shall use reasonable efforts to amend any patent application to include claims reasonably requested by the Licensee to protect the products and services contemplated to be sold, or the Licensed Method to be practiced, under this Agreement. (D) The Licensee may request Patent Actions, including national phase filings, via a written request to The Regents not less than ninety (90) days prior to the deadline for such filing or action to be taken in connection therewith (“Patent Prosecution Request”). If the Patent Action is a national phase deadline, such request concerning a Patent Action must identify the countries desired. The absence of a Patent Prosecution Request from the Licensee to The Regents will (i) be considered an election not to obtain or maintain patent rights associated with the specific phase of patent prosecution in such foreign countries as may be designated by LICENSEE territory, (ii) give The Regents the right to file patent applications at its own expense in a written notice any territory which Licensee has not identified pursuant to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEthis Paragraph 17.1(D), and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of (iii) result in such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, application(s) and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be patent(s) being excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of Patent Rights and therefore not subject to this Agreement, LICENSEE and Licensee will have no further rights or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelicense to them. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY a. MSSM is the owner of the Patent Rights. MSSM has or shall apply for retained ▇▇▇▇▇ and seek prompt issuance of ▇▇▇▇▇, PC to prepare, file, prosecute, and maintain the pending patent applications and issued patents comprising the Patent Rights. b. MSSM shall maintain an attorney-client relationship with ▇▇▇▇▇ and ▇▇▇▇▇ (or other patent counsel mutually agreed to by both parties ("Law Firm")) with respect to the Patent Rights. Nothing in this agreement shall prevent Amicus from establishing an attorney client relationship with Law Firm, except that nothing herein shall authorize or permit Law Firm to take any action for, or on behalf of Amicus that would be adverse to MSSM and/or involve a conflict of interest or a violation of the Code of Professional Responsibility. c. From and after the Effective Date, Law Firm will interact directly with Amicus on all patent prosecution and patent maintenance matters related to the Patent Rights. Amicus shall request that the Law Firm send to MSSM: i) Copies of any document pertaining to the ongoing prosecution of the Patent Rights received from the U.S. Patent and Trademark Office, within ten (10) business days after such receipt; and ii) Copies of any document to be submitted to the U.S. Patent and Trademark Office (or any other patent granting authority) in any such patents or applications, at least ten (10) business days prior to the date [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. on which such document is mailed to such patent office or granting authority and at least twenty (20) days prior to such mailing date for responses to Patent Office action for which the Patent and Trademark Office accords a response period of more than thirty (30) days. Amicus shall request that Law Firm, using their professional judgment, accept reasonable changes that MSSM communicates to such counsel if such request for changes are received by Amicus more than five (5) business days prior to the date on which such document is due at the patent granting authority. The time limits contained in this Section 8.c.ii shall not apply if the application of the time allowed herein would create an imminent bar to patentability. d. Prior to abandoning prosecution of any of the Patent Rights (or to abandoning any patent) covered by this Agreement, Amicus will: i) Notify MSSM of its intention to abandon such patent or application(s) at least twenty (20) days prior to the last date for taking action to preserve such patent or applications(s); ii) Permit Law Firm to continue prosecution and/or maintenance of such patent or application at MSSM's sole expense. e. Except as otherwise expressly provided herein, Amicus shall bear all costs and fees incurred during the term of this Agreement in connection with the PATENT RIGHTS in filing, maintenance, prosecution, protection and the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance like of the required foreign filing datesPatent Rights. LICENSEE Law Firm shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible invoice AMICUS directly for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees all work relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Patent Rights and shall provide copies of all invoices to or after MSSM. AMICUS will pay invoices directly to Law Firm and copy MSSM on each payment. f. If at any time during the EFFECTIVE DATE term of this Agreement AMICUS decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the Patent Rights, it shall give prompt written notice thereof to MSSM, and upon receipt of such notice AMICUS shall be released from its obligations to bear all of the responsibility of LICENSEEexpenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s). LICENSEE MSSM shall not be required free to reimburse the UNIVERSITY for any fees under this section that have been paid grant rights in and to the UNIVERSITY released patent or patent applications in such countries to third parties, without further notice or obligation to AMICUS, and AMICUS shall have no rights whatsoever to exploit the released patents or patent applications in such countries. g. Notwithstanding the foregoing, MSSM reserves the absolute right to countermand any instruction given by prior licensees Amicus to Law Firm with respect to the Patent Rights. h. Nothing herein contained shall be deemed to be a warranty by MSSM that the manufacture, use, or sale of any element of the Patent Rights or any other Licensed Product will not infringe any patent(s) of a third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. Payments pursuant to this Section 6.2 are not creditable against royaltiesALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or A. Subject to the provisions of section 8(C) hereof, LICENSEE, within ninety (90) days from receipt of appropriate documentation, shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS reimburse LICENSOR in the United States approximate amount of Six Thousand Eight Hundred Thirty-Three Dollars and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a Three Cents ($6,833.03) representing all reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of out-of-pocket expenses LICENSOR has incurred for the preparation, filing, prosecution and maintenance of Licensed Patents for to execution of this Agreement and shall reimburse LICENSOR for all such future reasonable out-of-pocket expenses within sixty (60) days from receipt by LICENSEE of appropriate documentation of such expenses by LICENSOR. B. LICENSOR shall diligently prosecute and maintain the Licensed Patents as set forth Section 1 hereof and Appendix I (as the same may be amended or supplemented from time to time after the Effective Date), utilizing such patent application counsel as LICENSOR is using as of the Effective Date of this Agreement or patentpatent counsel as may be mutually agreed upon by the parties hereto. If LICENSOR agrees to keep LICENSEE no longer wishes reasonably well informed with respect to support the prosecution or maintenance status and progress of any such applications, prosecutions and maintenance activities, including consulting in good faith with LICENSEE and taking into account LICENSEE’s comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to Facilitate the application and prosecution 01-patents pursuant to this Agreement. C. LICENSEE may, in its discretion, elect to not reimburse LICENSOR for reasonable out-of-pocket expenses of patent or patent application covered by the PATENT RIGHTSprosecution set forth in Section 8B, then in which case LICENSEE shall provide written LICENSOR with at least ninety (90) days notice thereof and LICENSOR shall have the right to UNIVERSITY, and LICENSEE shall not be responsible for treat such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance notice of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE termination of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties6E hereof. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY UCSF and UFRF entered into a patent management agreement on July 5, 2019, (“Patent Management Agreement”) for the management of matters related to the jointly owned Invention and Patent Rights thereto. Licensee has read and understood the Patent Management Agreement, which is attached in Appendix A. In the event, Licensee wants to change the patent strategy or patent scope or patent claims, Licensee agrees to be transparent in their communication and promptly discuss with The Regents any such strategy. If aforementioned change in strategy by Licensee may result in change in inventor-ship of Patent Rights as per patent law, then Licensee shall apply bring this to The Regents attention immediately. Licensee is committed to engaging in good faith patent strategies and shall diligently work with The Regents for and seek prompt issuance of the same. As long as the Licensee has paid patent costs as provided for in this Article 18, The Regents shall diligently endeavor to prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and foreign patents comprising Regents’ Patent Rights using counsel of its choice. The Regents will provide the Licensee with copies of all relevant documentation so that the Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response, provided, however, that if the Licensee has not commented upon such foreign countries as may be designated by LICENSEE documentation in a written notice to UNIVERSITY within a reasonable time in advance for The Regents to sufficiently consider the Licensee’s comments prior to a deadline with the relevant government patent office, or The Regents must act to preserve the Patent Rights, The Regents will be free to respond without consideration of the required foreign filing datesLicensee’s comments, if any. LICENSEE The Licensee agrees to keep this documentation confidential. The Regents’ counsel will take instructions only from The Regents, and all patents and patent applications under this Agreement will be assigned solely to The Regents. The Regents shall have the opportunity use all reasonable efforts to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of amend any patent or patent application covered to include claims reasonably requested by the PATENT RIGHTS, then UNIVERSITY shall provide written notice Licensee to LICENSEE, and LICENSEE shall have protect the right at its sole expense products contemplated to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of sold under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required and to reimburse the UNIVERSITY file and prosecute patents in foreign countries indicated by and paid for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesLicensee. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Representatives of Sano and BMS shall apply for discuss in which countries Patents should be filed, prosecuted and/or maintained. The Parties acknowledge and seek prompt issuance of agree that they intend to file, prosecute and maintain during Patents in all major commercial markets where viable patent protection is available (such countries shall be referred to as "Patent Countries"). If the term of this Agreement laws affecting patent protection or maintenance costs change in any Patent Country, the PATENT RIGHTS in Parties shall reassess the United States need to continue to file, prosecute and maintain Patents in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patentscountry. If UNIVERSITY decides the Parties determine to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, discontinue such filing, prosecution and maintenance of in any such patent application or patent. If LICENSEE country, such country shall no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSbe deemed a Patent Country. (b) Sano shall file, then LICENSEE shall provide written notice to UNIVERSITY, prosecute and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by maintain Patents in the United States Patent through patent counsel selected by Sano and Trademark Officereasonably acceptable to BMS, who shall consult with and keep BMS advised with respect thereto. 6.2 All fees (c) Unless and costs including attorneys’ fees relating until BMS elects to discontinue financial support of any Patent in any Patent Country and so advises Sano, the filing, prosecution and maintenance of all Patents in Patent Countries outside the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement United States shall be the responsibility of LICENSEE. LICENSEE done through BMS's patent management and affiliates system, who shall submit all proposed filings to Sano's U.S. patent counsel for its prior approval, which shall not be required unreasonably withheld. (d) Notwithstanding anything in this Section 9.1, BMS may, at its discretion, elect to reimburse discontinue financial support of any Patent in any Patent Country, provided, however, that prior to taking such action, BMS will notify Sano of its intention at least 90 days prior to the UNIVERSITY date on which any payment or action is due. In any Patent Country in which BMS has elected to discontinue its support of any Patent, Sano, upon receiving notice, may elect at its own expense to assume all financial responsibility for any fees the prosecution or maintenance of such Patent in such Patent Country. In such event, all rights to the Patent will be deemed to have expired with respect to such Patent Country upon Sano's receiving notice of BMS's decision. (e) All costs and expenses incurred under this section that have been paid Section 9.1 with respect to the UNIVERSITY by filing, prosecution and/or maintenance of Patents (i) prior licensees or any other third party. Fees to the Effective Date, and costs shall (ii) on and after the Effective Date in the United States will be paid by LICENSEE within thirty (30) days after receipt Sano. Absent an election not to support the filing, prosecution and/or maintenance of UNIVERSITY’S invoice therefore. Payments pursuant to a Patent in any Patent Country, all other costs and expenses incurred under this Section 6.2 9.1 with respect to the filing, prosecution and/or maintenance of Patents will be paid by BMS. Included in such costs and expenses are not creditable against royalties. 6.3 LICENSEE shall own any new all reasonable costs for the prosecution, issuance, and maintenance of such patent applicationapplications and patents issuing thereon, and any patent that issues therefromdivisional, continuation-in-part, reissue applications or new technology in patents, patents-in-addition, patents-of-revalidation or the SLE FIELD developed independently registrations of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologythe like.

Patent Prosecution. 6.1 UNIVERSITY has or 13.1 ▇▇▇▇ shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS apply for, seek prompt issuance of, and maintain ▇▇▇▇ Patents as set forth in Exhibit B. The other parties shall, upon reasonable request by ▇▇▇▇, cooperate with ▇▇▇▇ in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filingregistration, prosecution and maintenance of such the patent application or patent. If LICENSEE no longer wishes rights. 13.2 CMCC shall take reasonable actions to support maintain all of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time CMCC Patents during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All . ▇▇▇▇ shall reimburse CMCC for all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether CMCC Patents, as specified in Exhibit A hereto, incurred prior to or after the EFFECTIVE DATE date of this Agreement Agreement, unless any of those CMCC Patents have also been licensed to another Person for an Indication not covered by this Agreement, in which case, ▇▇▇▇ shall be reimburse CMCC for one-half of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid costs relating to the UNIVERSITY by prior licensees or any other third partyfiling, prosecution and maintenance of such CMCC Patents. Fees CMCC shall provide to ▇▇▇▇ an itemized invoice of all such fees and costs costs, and ▇▇▇▇ shall be paid by LICENSEE pay to CMCC all amounts due under such invoice within thirty (30) business days after receipt of UNIVERSITY’S invoice thereforesuch invoice. 13.3 If CMCC elects to apply for and seek registration of any CMCC Patents in any particular jurisdiction, where that CMCC Patent is not registered as of the Effective Date, CMCC shall notify ▇▇▇▇ in writing of such intention immediately. Payments pursuant ▇▇▇▇ shall then have the option to reimburse CMCC for all fees and costs relating to the filing, prosecution and maintenance of that CMCC Patent in that jurisdiction, unless any of those patent rights are also licensed to a licensee which is not party to this Section 6.2 are Agreement for an Indication not creditable against royaltiescovered by this Agreement, in which case, ▇▇▇▇’ obligation, if it elects to exercise its option under this Article 13.3, shall be to reimburse CMCC for one-half of the costs relating to the filing, prosecution and maintenance of such CMCC Patent. CMCC shall be required to provide to ▇▇▇▇ an itemized invoice of all such fees and ▇▇▇▇ shall pay to CMCC all amounts due under said invoice within thirty (30) business days of the receipt of such invoice. If ▇▇▇▇ elects not to reimburse CMCC for the fees and costs for the filing, prosecution and maintenance of any CMCC Patent in a particular jurisdiction, CMCC shall be free to license the patent right in question to another party with respect to such jurisdiction and ▇▇▇▇ shall have no further rights with respect to that CMCC Patent in that jurisdiction. Upon request by ▇▇▇▇, and at ▇▇▇▇’ sole cost and expense, CMCC shall apply for and seek prompt registration of any CMCC Patent in any particular jurisdiction. 6.3 LICENSEE shall own 13.4 ▇▇▇▇ will cause its Marketing Partner to ▇▇▇▇ any new Products sold in the United States with all applicable United States patent applicationnumbers, and any Products sold in any other country shall be marked by the respective Marketing Partner in accordance with the patent laws and practices of that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologycountry.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement $15,331 (“Pre- agreement Expenses”) are due on the Effective Date and shall be paid by Licensee to University within ten (10) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensors shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS patents, patent applications and foreign counterparts, as the case may be, included within the Licensed Patents that are (a) specifically identified by patent number or application serial number in the United States and in such foreign countries as may be designated paragraph 1.1 of this Agreement, or (b) timely identified or specified by LICENSEE in a written Licensee by notice to UNIVERSITY within a reasonable time Licensors. Except as provided in advance of Section 7.4, the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such all patent application or patent. If LICENSEE no longer wishes to support applications, foreign counterparts and patents within the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application Licensed Patents shall be excluded from the PATENT RIGHTSprimary responsibility of Licensors; provided, however, that Licensee shall be afforded reasonable opportunities to advise Licensors and shall cooperate with Licensors in such prosecution and maintenance. 7.2 Except as provided in Section 7.4. LICENSEE Licensee shall notify UNIVERSITY immediately ifreimburse Licensors for all reasonable out-of-pocket fees, at any time costs and expenses reasonably paid or incurred by Licensors in filing, prosecuting and maintaining the Licensed Patents during the term of this Agreement. Licensee shall deliver such reimbursement to Licensors (or, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneysif Licensors request, directly to Licensors’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE patent counsel) within thirty (30) days after receipt Licensors (or Licensors’ patent counsel) notify Licensee from time to time of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesthe amount of such fees, costs and expenses which have been paid or incurred by Licensors. 6.3 LICENSEE 7.3 Licensors shall promptly advise Licensee of the grant, lapse, revocation, surrender, any threatened invalidation of or of their intention to abandon any such patent, application or foreign counterparts. If Licensors advise Licensee of their intention not to pursue a patent on any Licensed Technology or to abandon any such patent, application or foreign counterpart, Licensee shall have the right, at its own any new patent applicationexpense, to pursue such patent, application or foreign counterpart, and all rights resulting therefrom shall vest in Licensee alone. 7.4 Licensee shall designate each country if any, in which Licensee desires that patent applications) corresponding to the Licensed Patents be filed. Licensee shall pay all costs and legal fees associated with the preparation and filing of such designated foreign patent applications and such applications shall be in Licensors’ name. Licensors may elect to file corresponding patent applications in countries other than those designated by Licensee, but in that event Licensors shall be responsible for all costs associated with such non-designated filings. Licensors will notify Licensee that it intends to make such filings. Licensee will then have thirty (30) days to decide to pay for such filings and prosecutions. If it does not decide to pay for such applications within the 30-day period, neither of such applications nor any patent patents that issues therefromissue thereon shall be considered to be Licensed Patents, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and Licensee shall not owe the UNIVERSITY any fee or royalty forfeit its rights under section 4 relating this Agreement with respect to such a new patent application, applications and any patent that issues therefrom, or new technologypatents.

Patent Prosecution. 6.1 UNIVERSITY (a) Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Using counsel selected by Salix after good faith consultation with Progenics [*], Salix shall use Commercially Reasonable Efforts to prepare, file, prosecute and maintain, at Salix’s expense, the Progenics Patent Rights as to which Progenics has the right to control prosecution and maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights (including provoking, instituting or shall apply for defending interference, opposition, revocation, reexamination and seek prompt issuance of similar proceedings related to the Progenics Patent Rights as to which Progenics has the right to control prosecution and maintain during the term of this Agreement the PATENT RIGHTS maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights) in all countries in the United States and in Territory where such foreign countries Patent Rights are currently pending and, respecting [*]. In respect to any Progenics Patent Rights as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall which Progenics does not have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing control prosecution and maintenance of such patentsPatent Rights, Progenics (i) shall ensure that Salix is promptly provided with all such information as Progenics may receive in respect of the prosecution and maintenance of such Patent Rights and with a full opportunity to participate in any consultations that may take place between Progenics and any Third Party holding the right to pursue prosecution and maintenance of such Patent Rights and (ii) shall exercise such rights as it does have in respect of the prosecution and maintenance of such Patent Rights in accordance with Salix’s directions. If UNIVERSITY decides The Parties shall cause their respective patent counsel to abandon communicate no less frequently than [*] per [*] regarding the preparationprosecution and maintenance of the Progenics Patent Rights, filingWyeth Collaboration Patent Rights, prosecution Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Without limiting the generality of the foregoing, Salix shall provide to Progenics copies of all communications sent to and received from any patent office pertaining to Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights or Ono Collaboration Joint Patent Rights, including [*]. Whenever possible, Progenics shall be given at least [*] ([*]) Business Days prior to the earlier of the expiration of any shortened statutory period for response or anticipated filing to review and comment upon the text of any such communication. Salix shall also keep Progenics advised on the maintenance of any patents included within the Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights and provide Progenics with reasonable opportunity to comment on maintenance. In the event that the Parties’ respective patent or patent application covered by the PATENT RIGHTScounsel, then UNIVERSITY shall provide written notice after good faith discussions, cannot agree with respect to LICENSEE, and LICENSEE shall have the right at its sole expense any decision to assume control of be made with respect to the preparation, filing, prosecution and maintenance of such patent application the Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Ono Collaboration Joint Patent and Trademark Office. 6.2 All fees and costs Rights (including attorneys’ fees decisions relating to the filing[*], prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Salix shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesmake such decision. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has LICENSEE may designate by notice to PRINCETON or to the Patent Attorneys, after consultation with PRINCETON, countries where Licensed Patent Applications shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in be filed, which may include the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesor any other country. LICENSEE shall have the opportunity agrees to advise pay for all reasonable and cooperate with UNIVERSITY necessary out-of-pocket expenses incurred in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution prosecution, maintenance, renewal and continuation of Patent Applications in said designated countries, including all taxes, official fees and attorneys' fees. The patent law firm selected shall be mutually acceptable to PRINCETON and LICENSEE. PRINCETON shall be the client in the attorney-client relationship with such law firm and may provide instructions to such law firm regarding the scope and content of Patent Applications to be filed and prosecuted, subject to the right of LICENSEE to request PRINCETON to instruct such law firm, or maintenance instruct the law firm directly after consultation with PRINCETON, to cover any additional matters as LICENSEE may desire to assure that such Application covers all items of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to commercial interest and importance. PRINCETON will not unreasonably refuse requests of LICENSEE, . PRINCETON and LICENSEE each shall have the right at its sole expense receive copies of all correspondence with respect to assume control of the such preparation, filing, prosecution prosecution, renewal and maintenance continuation of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights Patent Applications, and shall consult with each other regarding all such matters and the costs associated therewith. 6.2 LICENSEE shall not may elect in writing to be responsible for such corresponding patent expenses that are incurred subsequent to released from its License in any of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, Patent Rights Patents and Patent Rights Patent Applications in a particular country at any time during the term after initial filing costs have been paid, in which event it shall thereafter, upon notice of this Agreement, LICENSEE or such election being given to PRINCETON shall have no obligation to reimburse Princeton for any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees subsequent expenses relating to the filingsuch patent, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or application in such country, nor any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesright thereto. 6.3 LICENSEE shall own any new patent applicationAll inventions conceived or discovered under the Sponsored Research Agreement, and any patent that issues therefromby PRINCETON, USC, or new technology jointly, shall automatically become subject to this License Agreement. PRINCETON shall use reasonable efforts to ensure that Patent Rights Applications are promptly filed and prosecuted. 6.4 LICENSEE has the right to file of record in the SLE FIELD developed independently Patent Office for each Patent Rights Application that it is the exclusive licensee of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 4.1 UNIVERSITY has or shall apply take responsibility for the preparation, filing, prosecution and seek prompt issuance maintenance of any and maintain during the term of this Agreement the all PATENT RIGHTS PATENT APPLICATIONS and PATENTS RIGHTS PATENTS, included in PATENT RIGHTS, provided however that UNIVERSITY shall first consult with MEDIMMUNE as to the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionpreparation, filing prosecution and maintenance of such patentsPATENT RIGHTS PATENT APPLICATIONS and PATENT RIGHTS PATENTS and shall furnish to MEDIMMUNE copies of office actions, cited prior art, responses to office actions, requests for terminal disclaiming, and requests for reissue or reexamination, other documents relevant to any such preparation, filing, prosecution or maintenance. If UNIVERSITY decides and MEDIMMUNE shall cooperate fully in the preparation, filing, prosecution and maintenance of PATENT RIGHTS and of all PATENT RIGHTS PATENTS and PATENT RIGHTS PATENT APPLICATIONS licensed to abandon MEDIMMUNE hereunder, executing all papers and instruments so as to enable UNIVERSITY to apply for, to prosecute and to maintain PATENT RIGHTS PATENT APPLICATIONS and PATENTS RIGHTS PATENTS in its name in any country. Each party shall provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any patent such PATENT RIGHTS PATENT APPLICATIONS or patent application covered PATENT RIGHTS PATENTS. Patent attorneys chosen by the PATENT RIGHTS, then UNIVERSITY shall provide written notice handle patent filings and prosecutions on behalf of UNIVERSITY, provided, however, MEDIMMUNE shall be entitled to LICENSEEreview and comment upon all actions undertaken in the prosecution of all PATENT RIGHTS PATENTS and PATENT RIGHTS PATENT APPLICATIONS. 4.2 MEDIMMUNE shall reimburse UNIVERSITY for patent fees and application costs incurred with respect to PATENT RIGHTS prior to the EFFECTIVE DATE, and LICENSEE provided such reimbursement shall have not exceed (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). 4.3 After the right at its sole expense to assume control of EFFECTIVE DATE, MEDIMMUNE shall reimburse UNIVERSITY for all reasonable expenses incurred by UNIVERSITY for the preparation, filing, prosecution and maintenance of PATENT RIGHTS upon receipt of invoices from UNIVERSITY. 4.4 In the event UNIVERSITY decides not to apply for, prosecute or maintain any such patent application or patentPATENT RIGHTS PATENT APPLICATIONS and PATENT RIGHTS PATENTS, UNIVERSITY shall give sufficient and timely notice to MEDIMMUNE so as to permit MEDIMMUNE to apply for, prosecute and maintain such PATENT RIGHTS PATENT APPLICATIONS and PATENT RIGHTS PATENTS. If LICENSEE MEDIMMUNE shall have the right to pursue same in UNIVERSITY's name and at MEDIMMUNE's expense, and MEDIMMUNE shall not pay royalties on sales of PRODUCTS in such territories. 4.5 In the event MEDIMMUNE elects to no longer wishes pay the expenses of a PATENT RIGHT PATENT APPLICATION or PATENT RIGHT PATENT included within PATENT RIGHTS, MEDIMMUNE shall notify UNIVERSITY not less than sixty (60) days prior to support the prosecution or maintenance of any such action and shall thereby surrender its rights under such patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeapplication. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 6.1.1 Vanderbilt shall apply have exclusive responsibility for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance Prosecution of the required foreign filing datesLicensed Patents, including choice of patent counsel. LICENSEE Provided that Theralink pays all Patenting Costs in accordance with Section 6.2, Vanderbilt shall keep Theralink informed of patent prosecution, and will consider Theralink’s comments and suggestions prior to taking material actions for the same; Vanderbilt will, at the request of Theralink, take all prosecution actions reasonably recommended by Theralink which would expand the scope of rights sought or add dependent claims to cover specific Licensed Products; and Vanderbilt shall notify Theralink prior to any deadline if it intends to abandon, or otherwise elect to forego its rights in, any Licensed Patents and Theralink shall have the opportunity to advise continue prosecuting and maintaining such Licensed Patents in the name of Vanderbilt at Theralink’s expense. Theralink shall cooperate with UNIVERSITY Vanderbilt to insure that each Licensed Patent reflects and will reflect, to the extent practicable and to the best of Theralink’s knowledge, all items of commercial interest to Theralink. 6.1.2 Theralink will be reasonably permitted to discuss Prosecution of the Licensed Patents with Vanderbilt’s outside patent counsel, the costs of which, for clarity, Theralink is obligated to reimburse in accordance with Section 6.2. Theralink will also be reasonably permitted to discuss Prosecution of the prosecution, filing Licensed Patents with T▇▇▇▇▇▇▇▇’s outside patent counsel at Theralink’s discretion and maintenance at Theralink’s expense. All non-public information exchanged between the Parties or between Vanderbilt’s outside patent counsel and Theralink regarding Prosecution of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEELicensed Patents, and LICENSEE shall have the right at its sole expense to assume control all shared information regarding analyses or opinions of third party intellectual property, will be deemed Confidential Information of the preparationdisclosing Party, filingwhether or not identified or marked as “Confidential.” In addition, prosecution the Parties acknowledge and maintenance agree that, with regard to such activities, the interests of such the Parties as licensor and licensee are to obtain the strongest and broadest patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYprotection possible, and LICENSEE shall as such, are aligned and are of common legal interest in nature. The Parties agree and acknowledge that they have not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifwaived, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of nothing in this Agreement shall be constitutes a waiver of, any legal privilege concerning the responsibility of LICENSEE. LICENSEE shall not be required to reimburse Licensed Patents or the UNIVERSITY for any fees Confidential Information, including without limitation, privilege under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees common interest doctrine and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesattorney work product doctrine. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensor shall apply for and seek prompt issuance of prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in its choice. Licensor shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may be designated by LICENSEE in a written notice information confidential. 7.2 Licensee shall pay to UNIVERSITY within a reasonable time in advance Licensor the sum of Twelve Thousand Two Hundred Twenty-Five Dollars ($12,225.00), to reimburse any and all expenses associated with preparation, filing, prosecution, issuance, maintenance, defense, and reporting of the required foreign filing datesLicensed Patents incurred prior to the Effective Date within thirty (30) days of the Effective Date. LICENSEE (NOTE: the above referenced dollar amount in this Section 7.2 is subject to change, as all related patent prosecution expense invoices may not have been received from the law firm at the time of license terms negotiation.) 7.3 Licensee shall have the opportunity be responsible for and pay all costs and expenses incurred by Licensor related to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS(including interferences), then UNIVERSITY shall provide written notice to LICENSEEissuance, maintenance, defense (including oppositions) and LICENSEE shall have the right at its sole expense to assume control reporting of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom Licensor. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep Licensor fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform Licensor of any changes in writing of such status, within thirty (30) days of any such change. In the event that additional licenses are granted to licensees for alternate fields-of-use, patent expenses associated with Licensed Patents will be divided proportionally between the number of existing licensees. In the case of foreign patent protection, if Licensee gives sixty (60) days’ notice that issues therefromit intends to decline to reimburse Licensor for patent expenses for any Licensed Patent in any particular country, or new technology then the license granted hereunder respecting such Licensed Patent shall terminate after such sixty (60) days and Licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of diligently file, prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesits choice. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY UFRF shall provide written notice to LICENSEECTI with copies of all patent applications, amendments, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by other filings with the United States Patent and Trademark OfficeOffice and foreign patent offices no less than thirty (30) days prior to submitting such documents with the relevant patent office. UFRF will also provide CTI with copies of office actions and other communications received by UFRF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. CTI shall have the right to review and comment on all filings made with any patent office. UFRF shall use its best efforts to incorporate any comments made by CTI. CTI and UFRF agree to keep such information confidential. 6.2 All fees 7.2 UFRF shall not abandon any of the Licensed Patents or Improvements. 7.3 Any Improvements made by or for CTI or UFRF and/or their respective Affiliate(s) shall be the property of UFRF. CTI shall notify UFRF of any Improvements made by or for CTI and/or its Affiliate(s). 7.4 CTI shall be responsible for and pay [**] percent ([**]%) of all future costs including attorneys’ fees relating to and expenses incurred by UFRF for the preparation, filing, prosecution prosecution, issuance, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Licensed Patents within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom UFRF; provided, however, in the event UFRF grants a license to the Licensed Patents to a large entity with respect to the U.S. patent laws and with respect to the patent laws of any other countries, if applicable, then CTI shall only be required to pay [**]% of any costs and expenses that would be incurred by a small entity taking the same actions with respect to a patent office. Payments pursuant Further, if UFRF licenses the Licensed Patents to this Section 6.2 more than [**] entities, then CTI shall only be responsible for a proportionate share of the above-noted costs and expenses based on the number of licensed entities. For example, if there are not creditable against royalties[**] licensed entities then CTI shall only be responsible for [**] of the relevant costs and expenses. 6.3 LICENSEE 7.5 It shall own be the responsibility of CTI to keep UFRF fully apprised of the "small entity" status of CTI with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform UFRF of any patent that issues therefromchanges in such status, or new technology in the SLE FIELD developed independently within thirty days of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologychange.

Patent Prosecution. 6.1 UNIVERSITY has or WSURF shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS patent rights for the Technology and Prospective technology in the United States and in such the foreign countries as listed in Appendix C. Appendix C may be designated amended by LICENSEE the verbal agreement of both parties, such agreement to be confirmed in a written notice to UNIVERSITY writing within a reasonable time in advance of the required foreign filing datesten (10) days. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing and maintenance of all patents and applications shall be the primary responsibility of WSURF; provided, however, that LICENSEE shall have Reasonable Opportunity to advise WSURF and shall cooperate with WSURF in such patentsprosecution, filing and maintenance. If UNIVERSITY decides to abandon Reasonable Opportunity means that WSURF shall provide LICENSEE with copies of all correspondence regarding any patent application for the preparationTechnology, including but not limited to, any filing, prosecution notice, restriction requirement, office action, response to office action, request for terminal disclaimer, and request for reissue or maintenance reexamination of any patent or patent application covered by under the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeTechnology. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement patents shall be the responsibility of LICENSEE, whether such fees and costs were incurred before or after the Effective Date of this Agreement. LICENSEE shall not be required to reimburse the UNIVERSITY for any Payment of all fees under this section that have been paid and costs relating to the UNIVERSITY by prior licensees or any other third party. Fees filing, prosecution and costs maintenance of patents shall be paid by made promptly and in no case later than thirty (30) days from date of invoice. 6.3 WSURF shall employ its best efforts not to allow any of the Technology under which LICENSEE within is licensed, and for which LICENSEE is underwriting the filing, prosecution and maintenance costs thereof, to lapse or become abandoned without LICENSEE'S authorization and/or reasonable notice to LICENSEE. WSURF shall notify LICENSEE sixty (60) days prior to any proposed intentional abandonment of any rights in any territory. Within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant the notice LICENSEE shall, in writing, either (a) concur with abandonment or (b) elect to this Section 6.2 are not creditable against royaltiesresume responsibility for the prosecution and maintenance of all the Technology that WSURF proposes to abandon. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Patent Rights. To the extent such foreign countries as may be designated by LICENSEE in a written notice documents are not otherwise publically available, Company agrees to UNIVERSITY keep such information confidential. 7.2 Licensee shall pay UFRF $ [**] dollars, within a reasonable time in advance [**] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Licensed Patent(s), and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will give due consideration to comments provided by Licensee or Licensee’s counsel and shall have reasonably incorporate the right at its comments of Licensee or Licensee’s counsel. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [**] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. In the event that Licensee’s comments or proposed strategy is in conflict with the comments or proposed strategy of another licensee in a different field, Licensee, UFRF and the other licensee shall cooperate to determine whether a mutually agreeable approach (e.g., claim amendment, argument and/or filing strategy) is reasonably feasible and if such an approach is not reasonably feasible shall cooperate to file one or more additional applications to allow Licensee and the other licensee to pursue their own independent, field-specific claims in separate application free of conflict from one another. Each licensee shall bear the sole expense costs for such field-specific applications. Licensee shall pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such patent application or patent. If LICENSEE no longer wishes the Patent Rights that were not reimbursed pursuant to support the prosecution or maintenance Section 7.2 within [**] of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide receipt of an invoice from UFRF. 7.4 Licensee may elect upon [**] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to the date of receipt Licensee, with respect to those Patent Rights by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or terminates after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section [**] in that have been paid to the UNIVERSITY by prior licensees country or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesjurisdiction. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Patent Rights. To the extent such foreign countries as may be designated by LICENSEE in a written notice documents are not otherwise publically available, Company agrees to UNIVERSITY keep such information confidential. 7.2 Licensee shall pay UFRF $[**] dollars, within a reasonable time in advance [**] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Licensed Patent(s), and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will give due consideration to comments provided by Licensee or Licensee’s counsel and shall have reasonably incorporate the right at its comments of Licensee or Licensee’s counsel. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [**] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. In the event that Licensee’s comments or proposed strategy is in conflict with the comments or proposed strategy of another licensee in a different field, Licensee, UFRF and the other licensee shall cooperate to determine whether a mutually agreeable approach (e.g., claim amendment, argument and/or filing strategy) is reasonably feasible and if such an approach is not reasonably feasible shall cooperate to file one or more additional applications to allow Licensee and the other licensee to pursue their own independent, field-specific claims in separate application free of conflict from one another. Each licensee shall bear the sole expense costs for such field-specific applications. Licensee shall pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such patent application or patent. If LICENSEE no longer wishes the Patent Rights that were not reimbursed pursuant to support the prosecution or maintenance Section 7.2 within [**] of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide receipt of an invoice from UFRF. 7.4 Licensee may elect upon [**] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to the date of receipt Licensee, with respect to those Patent Rights by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or terminates after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section [**] in that have been paid to the UNIVERSITY by prior licensees country or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesjurisdiction. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Licensed Patent Rights set forth in Appendix A. CMCC shall be diligent in its participation in applying for, seeking prompt issuance of, and maintaining during the United States term of this Agreement the Licensed Patent Rights set forth in Appendix B, as permitted under CMCC’s Agreement with HARVARD and HARVARD’s Agreement with ION. (HARVARD and ION make decisions jointly respecting the Licensed Patent Rights set forth in Appendix B, and HARVARD has assigned its rights to make such joint decisions to CMCC.) The prosecution, filing and maintenance of all applications and patents on the Licensed Patent Rights shall be the primary responsibility of CMCC. CMCC shall promptly provide Licensee with copies of all substantive correspondence received by CMCC or CMCC’s attorneys or agents from the U.S. Patent and Trademark Office or any foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datespatent office. LICENSEE Licensee shall have the opportunity reasonable opportunities to advise CMCC and shall cooperate with UNIVERSITY CMCC in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Licensed Patent and Trademark OfficeRights. 6.2 All 7.2 Licensee shall reimburse to CMCC for Licensee’s proportional share of fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Licensed Patent Rights shown in Appendix A and Appendix B incurred prior to or after the EFFECTIVE DATE date of this Agreement Agreement, which proportional share shall be the responsibility portion of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs payable by CMCC, including any amounts payable by CMCC under the Assignment and Sublicense Agreement between CMCC and Ion Pharmaceuticals, Inc., dated September 14, 1999. CMCC shall be paid by LICENSEE provide to Licensee an itemized invoice of all such fees and Licensee shall pay to CMCC all amounts due under said invoice within thirty (30) days of the date of said invoice. Licensee shall also reimburse CMCC for Licensee’s proportional share, as defined above, of fees and costs relating to the filing, prosecution and maintenance of the Licensed Patent Rights shown in Appendix A and Appendix B incurred after receipt July 21, 1998 and before the Effective Date of UNIVERSITY’S invoice thereforethis Agreement, up to a maximum of $[**]. Payments pursuant Licensee shall have the right to this Section 6.2 are request, on a case-by-case and country-by-country basis that a particular action due in such case in such country not creditable against royaltiesbe carried out. Such request shall be made no later than the later to occur of thirty (30) days before the due date of such action or thirty (30) days after Licensee receives notice of such due date. Such timely request shall relieve Licensee of its obligation of payment for such action. In the event that Licensee makes such a request concerning a particular case in a particular country, Licensee’s license hereunder solely as to that particular case in that particular country shall terminate. 6.3 LICENSEE 7.3 In the event CMCC elects not to pursue, maintain or retain a particular Licensed Patent Right licensed to Licensee hereunder, CMCC shall own so notify Licensee in sufficient time for Licensee to assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. In such event, CMCC shall provide to Licensee any new patent application, and authorization necessary to permit Licensee to pursue and/or maintain such Licensed Patent Right. Licensee shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyLicensed Patent Right.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Prosecution counsel for the Licensed Patents (“Prosecution Counsel”) shall apply for be nominated by Endocyte and seek prompt issuance of approved by PRF and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries shall jointly represent PRF as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance owner of the required foreign filing datesLicensed Patents and Endocyte as the exclusive licensee of the Licensed Patents. LICENSEE PRF and Endocyte shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall each have the right to terminate Prosecution Counsel’s authority as agent of record for any Licensed Patent at its sole expense any time. 7.2 Endocyte, in consultation with Prosecution Counsel, shall have lead responsibility for formulation and implementation of prosecution strategies, subject to assume control Prosecution Counsel’s continuing obligation of consultation with and disclosure to PRF. Representation by Prosecution Counsel shall extend to any proceeding in a patent office challenging the preparation, validity of any Licensed Patent. Endocyte shall formulate and implement patent coverage strategies commensurate in scope with each Elected Eligible Disclosure. Endocyte shall use reasonable efforts to obtain patent coverage commensurate in scope with the disclosure of each filed patent application based on each Elected Eligible Disclosure in accordance with applicable patent law. 7.3 The letter of retention for Prosecution Counsel shall address Prosecution Counsel’s responsibilities in the following aspects: 7.3.1 Prosecution Counsel shall make filings solely according to joint instructions of PRF and Endocyte. 7.3.2 Prosecution Counsel shall keep PRF informed as to all material developments with respect to filing, prosecution and maintenance of such patent applications, including by advance notification to PRF of prosecution proceedings and strategies and advance transmittal to PRF of draft responses to patent office proceedings, and obtaining PRF’s input prior to filing same. 7.3.3 Except upon joint instructions of PRF and Endocyte, Prosecution Counsel shall not (a) expressly and irrevocably abandon either a pending application within the Licensed Patents (except for filing of a PRF-authorized continuing patent application) or patent(b) fail to make any national filing. 7.3.4 Prosecution Counsel shall advise on inventorship, in consultation with PRF and Endocyte. If LICENSEE no longer wishes Prosecution Counsel shall supply inventor assignment instruments to support PRF and Endocyte, who shall each be responsible for obtaining executed assignments from their respective personnel. 7.3.5 The letter shall allocate responsibilities for maintenance fees. [*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended. 7.4 Endocyte shall be solely responsible for paying Prosecution Counsel’s ▇▇▇▇▇▇▇▇ for prosecution of each Elected Eligible Disclosure and Licensed Patent assigned to Prosecution Counsel, including but not limited to maintenance fees (if applicable), attorney’s fees, expenses, official fees and other charges incident to preparation, prosecution, and maintenance of U.S. and foreign patent applications and patents. 7.5 The Parties agree to fully cooperate in good-faith with respect to prosecution of the Licensed Patent(s). 7.6 Endocyte shall, not less than ninety (90) days in advance, advise PRF of any decision by Endocyte to cease funding any prosecution or maintenance of any a pending application (except where there is a PRF-authorized continuing patent application) or patent application covered which is a Licensed Patent. In that event, upon payment by PRF of said prosecution or maintenance expense, the PATENT RIGHTSprosecution of the Licensed Patent shall be thenceforth under sole control of PRF at PRF’s sole expense, then LICENSEE shall provide written notice cease to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent subject to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term terms and conditions of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEsubject to abandonment or lapse in PRF’s sole discretion. LICENSEE This Section 7.6 shall not apply if Endocyte and PRF mutually agree that for commercial or other reasons a Licensed Patent should no longer be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees prosecuted or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesmaintained. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the 7.1 The filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after Patent Rights including filing new patent applications on inventions embodied in the EFFECTIVE DATE of this Agreement Know-How shall be at the responsibility sole discretion of LICENSEENorthwestern. LICENSEE Northwestern shall keep Licensee reasonably informed and provide an opportunity to advise and comment on the preparation, prosecution and maintenance of the Patent Rights and shall reasonably consider any comments Licensee provides during such process. Licensee shall reimburse Northwestern for all reasonable, documented costs and expenses associated with the Patent Rights in accordance with Section 5.8. Licensee represents and warrants that it is entitled to “small entity” status and shall immediately inform Northwestern in the event its entity status changes, including as a result of sublicensing efforts. 7.2 If Northwestern determines that: (a) it wishes to abandon subject matter in the Field under the Patent Rights that is not be required Restricted Subject Matter or Reverted Subject Matter in any patent application or patent within the Patent Rights; or (b) it does not wish to reimburse file subject matter in the UNIVERSITY for Field under the Patent Rights that is not Restricted Subject Matter or Reverted Subject Matter in any fees under this section that have been paid patent application of the Patent Rights with respect to the UNIVERSITY by prior licensees or any other third partycountry, it shall give prompt written notice to Licensee. Fees and costs shall be paid by LICENSEE If Licensee does not provide written objection to such planned actions within thirty (30) days after receipt of UNIVERSITY’S invoice thereforesuch notice from Northwestern (or a shorter period of time where the parties agree in writing) the (“Abandonment Notice Period”), then Northwestern shall have no further obligation with respect to that specific patent application or patent of the Patent Rights, and such patent application or patent of the Patent Rights shall no longer be included in the Patent Rights licensed hereunder. Payments pursuant If Licensee provides written objection to such planned actions within the Abandonment Notice Period, then Northwestern agrees to continue prosecution and/or maintenance of the affected patents or applications or file a patent application claiming subject matter in the Field under the Patent Rights that is not Restricted Subject Matter or Reverted Subject Matter. Nothing in this Section 6.2 are not creditable against royaltiesshall affect Licensee’s obligation to make payments of applicable costs under Section 5.8. 6.3 LICENSEE shall own any new patent application, and 7.3 If Licensee determines that it wishes to abandon (including by intentional non-payment of maintenance fees or annuities) any patent application or patent within the Patent Rights or not to file on any technology or invention disclosure within the Know-How for which Northwestern provided notice to Licensee that issues therefromNorthwestern intends to file, it shall give prompt written notice to Northwestern, at least sixty (60) days prior to any deadline by which such THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. abandonment shall become effective. In such event, Licensee shall have no further obligation with respect to that specific patent application or new technology patent of the Patent Rights and such patent application or patent shall no longer be included in the SLE FIELD developed independently Patent Rights licensed hereunder. 7.4 The parties shall cooperate in selecting a patent within the Patent Rights to seek a term extension for or supplementary protection certificate in accordance with the applicable laws of any country for each Licensed Product. Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation under law exists to so register or give notice. Licensee agrees to ▇▇▇▇ the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to Licensed Products in such a new manner as to conform with the patent applicationlaws and practice of any country of use, manufacture, shipment, sale, export or import and provide the notice required by Section 2.5. Upon request from Northwestern, Licensee shall provide evidence of proper marking. Each party agrees to execute any patent that issues therefrom, or new technologydocuments and to take any additional actions as the other party may reasonably request in connection with activities under this Article 7.

Patent Prosecution. 6.1 Subject to WILDCAP’s timely reimbursement of patent expenses in accordance with the terms hereof, UNIVERSITY has or shall apply for and seek prompt issuance of file, prosecute and maintain during the term U.S patents and patent applications, as well as any subsequent applications, comprising Patent Rights and shall provide all patent correspondence to WILDCAP and WILDCAP shall have opportunity to review and make timely comment. At UNIVERSITY’s option or at WILDCAP’s request, UNIVERSITY shall also file, prosecute and maintain Patent Rights and subsequent applications in jurisdictions outside of this Agreement the PATENT RIGHTS in the United States States, if any, and shall provide all patent correspondence to WILDCAP which shall have an opportunity to review and make timely comment. WILDCAP shall have sixty (60) days following written inquiry from UNIVERSITY to make an election concerning specific applications in such one or more foreign countries as countries. WILDCAP may be designated cease support of specific patents and patent applications by LICENSEE in a providing sixty (60) days prior written notice to UNIVERSITY within a reasonable time of such action taken, and upon such notification said specific patents and patent applications shall cease to be included in advance of Patent Rights and the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY corresponding jurisdiction in the prosecutionTerritory insofar as specific patents and patent applications are independently maintained by UNIVERSITY. WILDCAP shall be responsible for costs already incurred, filing and maintenance of such patents. If including uncancellable obligations, by UNIVERSITY decides to abandon for the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance maintenance. Should WILDCAP cease support of such specific patents and patent application applications and should UNIVERSITY choose to independently maintain some or patent. If LICENSEE no longer wishes to support the prosecution or maintenance all of any those specific patents and patent or patent application covered by the PATENT RIGHTSapplications independently and at UNIVERSITY’s expense (“Independent Patent Rights”), then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall will notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any WILDCAP of its decision in writing and WILDCAP, its Affiliates and its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt to elect a non exclusive license, without the right to sublicense, to Independent Patent Rights, in which case the royalty rate on Net Sales of UNIVERSITY’S invoice therefore. Payments pursuant Licensed Product or Licensed Method involving Independent Patent Rights shall be equal to this Section 6.2 are not creditable against royaltiesone and half times the royalty rate otherwise payable hereunder. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 13.1 Merz shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS apply for, seek ▇▇▇mpt issuance of, and maintain Merz Patents as set forth in Exhibit B. The other parties shall, ▇▇▇▇ reasonable request by Merz, cooperate with Merz in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance filing, registration, prosecution ▇▇▇ maintenance of the required foreign filing dates▇▇▇ent rights. 13.2 CMCC shall take reasonable actions to maintain all of the CMCC Patents during the term of this Agreement. LICENSEE Merz shall have reimburse CMCC for all fees and costs relating to the opportunity to advise and cooperate with UNIVERSITY in the prosecutionfi▇▇▇▇, filing prosecution and maintenance of such patents. If UNIVERSITY decides the CMCC Patents, as specified in Exhibit A hereto, incurred after the date of this Agreement, unless any of those CMCC Patents have also been licensed to abandon the preparation, filing, prosecution or maintenance of any patent or patent application another Person for an Indication not covered by the PATENT RIGHTSthis Agreement, then UNIVERSITY in which case, Merz shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control reimburse CMCC for one-half of the preparation, costs relating t▇ ▇he filing, prosecution and maintenance of such patent application or patentCMCC Patents. CMCC shall provide to Merz an itemized invoice of all such fees and costs, and Merz shal▇ ▇▇y to CMCC all amounts due under such invoice within t▇▇▇▇y (30) business days after receipt of such invoice. 13.3 If LICENSEE no longer wishes CMCC elects to support the prosecution or maintenance apply for and seek registration of any patent or patent application covered by CMCC Patents in any particular jurisdiction, where that CMCC Patent is not registered as of the PATENT RIGHTSEffective Date, then LICENSEE CMCC shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY notify Merz in writing of such written notice by LICENSEE; such returned patent or patent application intention immediately. Merz shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and then ha▇▇ ▇he option to reimburse CMCC for all fee▇ ▇▇d costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior that CMCC Patent in that jurisdiction, unless any of those patent rights are also licensed to or after the EFFECTIVE DATE of a licensee which is not party to this Agreement for an Indication not covered by this Agreement, in which case, Merz' obligation, if it elects to exercise its option under this Ar▇▇▇▇e 13.3, shall be to reimburse CMCC for one-half of the responsibility costs relating to the filing, prosecution and maintenance of LICENSEEsuch CMCC Patent. LICENSEE CMCC shall not be required to reimburse the UNIVERSITY for any provide to Merz an itemized invoice of all such fees and Merz shall pay to CM▇▇ ▇ll amounts due under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE said invoice within thirty ▇▇▇rty (30) business days after of the receipt of UNIVERSITY’S invoice thereforesuch invoice. Payments pursuant If Merz elects not to this Section 6.2 are not creditable against royaltiesreimburse CMCC for the fees and costs for the fil▇▇▇, prosecution and maintenance of any CMCC Patent in a particular jurisdiction, CMCC shall be free to license the patent right in question to another party with respect to such jurisdiction and Merz shall have no further rights with respect to that CMCC Pa▇▇▇▇ in that jurisdiction. Upon request by Merz, and at Merz' sole cost and expense, CMCC shall apply for ▇▇▇ seek pr▇▇▇▇ registration of any CMCC Patent in any particular jurisdiction. 6.3 LICENSEE shall own 13.4 Merz will cause its Marketing Partner to mark any new Products sold ▇▇ the United States with all applicable Un▇▇▇▇ States patent applicationnumbers, and any Products sold in any other country shall be marked by the respective Marketing Partner in accordance with the patent laws and practices of that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologycountry.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1. LICENSEE shall apply be responsible for all reasonable past, present and seek prompt issuance future costs of filing, prosecution and maintain during the term maintenance of this Agreement any and all United States and foreign patent applications and patents included in the PATENT RIGHTS in the and IMPROVEMENTS. All undisputed expenses relating to such patent prosecution shall be due and payable within 30 days of receipt of invoice from LICENSOR for such expenses. Any and all such United States and foreign patent applications, and resulting issued patents, shall remain the property of the LICENSOR unless LICENSEE has an ownership interest or acquires an ownership interest in such foreign countries as may applications and patents. 7.2. The costs described in Section 7.1 shall include, but are not limited to, any past, present and future taxes, government fees, patent attorney fees, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be designated made by reimbursement to the LICENSOR. 7.3. All new and existing patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by patent counsel selected by LICENSEE in a written notice and reasonably acceptable to UNIVERSITY within a reasonable time in advance of the required foreign filing datesLICENSOR. LICENSEE shall have be responsible for directing prosecution. With respect to any LICENSED PATENTS, LICENSEE and its patent counsel shall: (a) consult with the opportunity LICENSOR and keep the LICENSOR fully informed of the progress of all patent applications and patents, including all issues relating to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such PATENTRIGHTS; (b) consult with the LICENSOR and keep the LICENSOR fully informed about LICENSEE’s patent application or patent. If LICENSEE no longer wishes strategy with respect to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall ; (c) provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date LICENSOR copies of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdocuments relevant to preparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred sufficiently in advance of filing to allow the LICENSOR a reasonable opportunity to review and comment on such documents; and (d) provide the LICENSOR with final copies of such documents. LICENSEE agrees to use COMMERCIALLY REASONABLE EFFORTS to obtain broad and strong patent protection in the best interest of the LICENSOR and LICENSEE. LICENSEE will not finally abandon any patent application, or make decisions that would have a material impact on the nature or scope of any claims without the LICENSOR’ consent. INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.4. LICENSEE shall apply, and shall require SUBLICENSEES to apply, the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 7.5. Upon successful completion of a PHASE II CLINICAL TRIAL of a DRUG PRODUCT together with a COMPANION DIAGNOSTIC PRODUCT, LICENSOR shall assign all right, title and interest in the PATENT RIGHTS to LICENSEE, and LICENSEE shall assume full responsibility for the preparation, prosecution, filing and maintenance of the PATENT RIGHTS by patent counsel of its choice. At that time, the license granted in Section 2.1 shall convert to a license solely for use of the LICENSED KNOW-HOW subject to payment of the EARNED ROYALTIES set forth in Section 3.6. For purposes of this Section 7.5, “successful completion” of a PHASE II CLINICAL TRIAL shall mean a PHASE II CLINICAL TRIAL that demonstrates efficacy for the DRUG PRODUCT and diagnostic utility for the COMPANION DIAGNOSTIC PRODUCT. 7.6. If this Agreement is terminated by either Party prior to or its expiration and after assignment of the EFFECTIVE DATE PATENT RIGHTS to LICENSEE as set forth in Section 7.5, LICENSEE shall reassign all right, title and interest in the PATENT RIGHTS to LICENSOR except that no such reassignment shall be required if termination is due to an uncured breach of this Agreement shall be the responsibility of LICENSEEby LICENSOR. LICENSEE shall not agrees to promptly provide to LICENSOR all documents that may be required necessary to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltieseffect such reassignment. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Licensee shall have the opportunity first right to advise file, prosecute, and cooperate with UNIVERSITY maintain the Licensed Patents (including any Joint Patents which are Licensed Patents) in the prosecutionTerritory at Licensee’s cost and expense. (b) Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the Licensed Patents and shall promptly provide Licensor with a copy of any correspondence received from any patent authority in the Territory in connection therewith. In addition, filing Licensee shall provide Licensor with drafts of proposed material filings, including all patent applications, and maintenance correspondence to any patent authority in the Territory with respect to the Licensed Patents for Licensor’s review and comment at least [***] prior to the anticipated submission date or due date (whichever is earlier), and Licensee shall take all comments provided by Licensor under good faith consideration. (c) Licensee shall notify Licensor of such patents. If UNIVERSITY decides any decision to abandon the preparation, filing, cease prosecution or maintenance of any patent or patent application covered by Licensed Patents in any country in the PATENT RIGHTS, then UNIVERSITY Territory. Licensee shall provide written such notice at least [***] prior to LICENSEEany filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon Licensor’s request, Licensee shall transfer all files and LICENSEE shall have documents in Licensee’s control necessary for the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes Licensed Patent in such country to support Licensor, and thereafter Licensor shall have the right to continue prosecution or maintenance of any such Licensed Patent in such country at Licensor’s cost and expense. In such event, the principles in Section 5.2(b) shall continue to apply with respect to Licensor providing Licensee with drafts of proposed material filings, including all patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYapplications, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to correspondences in the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeperiods specified therein. 6.2 All fees (d) The Parties shall mutually agree on which Party will prosecute and costs including attorneys’ fees relating maintain Joint Patents which are not Licensed Patents based on the contribution of each Party to such Joint Invention and each Party’s potential interest in products based upon such Joint Invention. The principles in Sections 5.2(b) and 5.2(c) shall apply with respect to each Party’s rights and obligations for the filing, prosecution and maintenance of Joint Patents. (e) Each Party shall provide the PATENT RIGHTS whether incurred prior to or after other Party all reasonable assistance and cooperation in the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees patent prosecution efforts under this section that have been paid to the UNIVERSITY by prior licensees or Section 5.2, including providing any necessary powers of attorney and executing any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesrequired documents or instruments for such prosecution. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply During the Term, as between the Parties, Licensor will be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationpreparing, filing, prosecution or maintenance prosecuting and maintaining all patent applications and patents included in the Licensed Patents in the Territory. For the sake of any patent or patent application covered by clarity, as used herein the PATENT RIGHTSterm “prosecution” shall include interference, then UNIVERSITY shall provide written notice to LICENSEEopposition, and LICENSEE derivation proceedings, ex parte reexaminations, inter partes reviews, post-grant reviews, and appeals of each of the foregoing (and any foreign equivalents) in connection with the Licensed Patents. Licensor, with Licensee’s consent not to be unreasonably withheld, conditioned, or delayed, shall have select patent counsel to conduct such activities regarding the right at Licensed Patents. Licensor shall keep Licensee informed of prosecution activities for Licensed Patents providing Licensee an opportunity to provide comments. Licensor shall cause all patent applications and patents included in the Licensed Patents in the Territory to be diligently prosecuted. Licensee, in its sole expense discretion, may elect to assume control of the preparation, filing, irrevocably discontinue paying for prosecution and maintenance of all patents and patent applications included in the Licensed Patents in any jurisdiction (i.e., region or country), in which case, Licensee shall provide Licensor notice thereof in accordance with Section 8.3 and (i) all patents and patent applications in such patent application or patent. If LICENSEE jurisdiction (including any Improvement Patents in such jurisdiction) will no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSbe deemed Licensed Patents hereunder, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not (ii) Licensee will no longer be responsible for the Patent Expenses related thereto, (iii) all licenses and other rights granted to Licensee and its Wholly-Owned Subsidiaries under this Agreement with respect to such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of jurisdiction will terminate, and (iv) such written notice by LICENSEE; such returned patent or patent application shall jurisdiction will be excluded from the PATENT RIGHTSTerritory. LICENSEE shall notify UNIVERSITY immediately ifExcept as set forth in the previous sentence, at any time during the term of this Agreementall Patent Expenses will be borne by Licensee, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States including such Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Expenses that reasonably were incurred prior to or after the EFFECTIVE DATE of this Agreement A&R Effective Date. At Licensor’s request, Licensee shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesenter into third-party payer agreements with Licensor’s patent counsel. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Cellectis Patent(s). Cellectis will be responsible, at its own cost for preparing, filing, prosecuting and maintaining all Cellectis Patents and conducting any interferences, re-examinations, reissues and oppositions relating to such Patents. Cellectis shall apply for seek patent protection on all Cellectis Patents. Cellectis and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall its Affiliates have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides cease all activities relating to abandon the preparation, filing, prosecution or and/or maintenance of any patent Patents as provided in this Section 7.2(a) if Cellectis or patent application covered by its Affiliates question the PATENT RIGHTSpatentability of such Patents and/or such Patents do not cover Pre-Candidate Product, then UNIVERSITY shall provide Candidate Product or Product, in which case Cellectis will promptly inform Servier of such planned cessation and Servier may, upon providing written notice to LICENSEECellectis, and LICENSEE shall have the right at its sole expense to own choice, either assume control of responsibility, at Cellectis’ costs for the preparation, filing, prosecution and and/or maintenance of such Patents, or rescind this Agreement. With respect to Patents within the Cellectis Patents that cover specifically and solely a Candidate Product or a Product (“Product Patents”), Cellectis remains solely responsible for preparing, filing, prosecuting, and maintaining Product Patents aiming to cover a Pre-Candidate Product, Candidate Product and/or Product in [***] (“Initial Countries”) at its own costs up to the exercise of the Option to License for the corresponding Candidate Product. For clarity, Cellectis would seek for patent application validation for Pre-Candidate Products and Candidate Products in [***]. Before the exercise of the Option to License, should Servier wish to have the patent protection of Product Patents extended in territories other than the Initial Countries (the “Additional Countries”), it shall inform Cellectis of its wish, by providing a written notice at least [***] in advance of the deadline for filing in such Additional Countries, a list of the Additional Countries. Cellectis will then seek patent protection for such requested Additional Countries, provided that Servier shall reimburse Cellectis any reasonable costs and expenses (including patent attorney costs) incurred by Cellectis in connection with such extension. Cellectis shall further regularly inform Servier in due time with respect to the prosecution actions (including office actions or patentofficial actions from patent offices of such Additional Countries) and any required action in connection with the maintenance of such Cellectis Patents in the Initial Countries and Additional Countries. After exercise of the Option to License, with respect to Product Patents, Servier shall have the first right and responsibility at its own cost for preparing, filing, prosecuting and maintaining all such Patents, provided that Servier shall copy Cellectis on any material correspondence with its intellectual property counsel and consult Cellectis for any draft correspondence to be exchanged with patent offices. If LICENSEE no longer wishes Servier intends to support cease prosecuting any such Patents, it shall inform Cellectis with sufficient advance notice to allow Cellectis to take over such prosecution if Cellectis so wishes. Servier shall not take any actions which can materially affect the scope, the validity and enforceability of the Product Patents, without Cellectis’ prior written consent. For sake of clarity, Cellectis remains fully responsible for the Cellectis Patents that does not cover specifically and solely a Pre-Candidate or a Candidate Product (“Platform Patents”), provided that Cellectis shall regularly inform Servier in due time with respect to the prosecution actions (including office actions or official actions from worldwide patent offices) and any required action in connection with the maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not such Platform Patents. (b) Servier Patent(s). Servier will be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifresponsible, at any time during the term of this Agreementits own cost for preparing, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution prosecuting and maintenance of maintaining all Patents covering the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for Servier Patents and conducting any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees interferences, re-examinations, reissues and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 oppositions relating to such a new patent application, and any patent that issues therefrom, or new technologyPatents.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 2. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention.” The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of CMCC in its sole discretion, except that Licensee shall have reasonable opportunities to abandon advise CMCC and shall cooperate with CMCC in the preparation, filing, prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice Patent Rights. CMCC reserves the sole right to LICENSEE, and LICENSEE shall have the right at its sole expense make all final decisions with respect to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, applications and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officepatents. 6.2 All fees B. Licensee shall reimburse CMCC for all out-of-pocket patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights provided CMCC has not granted a license under Patent Rights to any third party. In the event CMCC grants a license under Patent Rights to a third party, Licensee’s obligation to pay on-going patent costs under this Agreement will be reduced in proportion to the number of additional licensees. CMCC will notify Licensee promptly in writing when it grants a license under Patent Rights to any third party. CMCC will notify Licensee of CMCC’s determination of the amount of reduction of a payment due under this Paragraph B. Patent costs are currently approximately $[…***…]. Licensee shall pay such current costs after the Effective Date of this Agreement and prior to February 1, 2007. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms, but in any event within […***…] days. If Licensee elects to no longer pay the expenses of a patent application or issued patent included within Patent Rights in a given portion of the Territory, Licensee shall notify CMCC not less than […***…] days prior to such action and shall thereby surrender its rights under such patent application, or issued patent to that Field of Use in that portion of the Territory. Thereafter, Licensee will have no further financial obligations with respect to patent expenses for such patent application or issued patent and the license granted under Patent Rights in this Agreement will not include such patent applications or issued patent. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the […***…]-day notice period (or after such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. C. In the EFFECTIVE DATE of this Agreement event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid so notify Licensee and, subject to the UNIVERSITY by prior licensees or rights of the United States government and any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant contractual obligations to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationresearch sponsors, CMCC may, in its sole discretion, and on such terms if any that the parties may negotiate, authorize Licensee to assume the filing, prosecution and/or maintenance of such application or patent that issues therefromat Licensee’s expense. In such event, or new technology in CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right, on such economic and other terms as the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and parties shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologymutually agree.

Patent Prosecution. 6.1 UNIVERSITY has Section 7.1 shall be replaced in its entirety with the following: Payment of all fees and costs relating to the filing, prosecution, and maintenance of Patent Rights prior to the Effective Date shall be reimbursed by Licensee as set forth in Section 5.8. Payment of all fees and costs relating to the filing, prosecution, and maintenance of Patent Rights incurred after the Effective Date by Licensee or by Northwestern at the request of Licensee shall be the sole responsibility of Licensee. Any payments of such fees and costs by Northwestern shall be reimbursed by Licensee within thirty (30) days of Licensee’s receipt of an invoice from Northwestern or Northwestern’s patent counsel. For the avoidance of doubt, Licensee shall reimburse Northwestern for any expenses incurred by Northwestern in addition to a [***] percent ([***]%) processing fee as outlined in Section 5.8 if Licensee chooses not to exercise its right to utilize its own patent counsel for the filing, prosecution, and/or maintenance of Patent Rights as set forth below. Section 7.2 shall be replaced in its entirety with the following: Northwestern hereby grants Licensee the right to apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights listed in Appendix A in Northwestern’s name, in the United States and in such foreign countries as countries. Appendix A may be designated amended by LICENSEE verbal agreement of both Parties, such agreement to be confirmed in a written notice writing. The Parties agree to UNIVERSITY within a use reasonable time in advance of the required foreign filing datesefforts to update Appendix A on an annual basis as new applications are filed and prosecution status changes. LICENSEE Licensee shall have the opportunity right to advise select patent counsel reasonably acceptable to Northwestern, such acceptance not to be unreasonably withheld, and cooperate to take such [***] - Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that the Company treats as private or confidential. other actions, at its own expense, as it deems are necessary or appropriate to obtain patent protection with UNIVERSITY respect to any Patent Rights in the Territory. Licensee shall keep Northwestern informed in all matters of filing and prosecution, shall give Northwestern reasonable opportunities to consult with and advise Licensee concerning Licensee's prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered activities by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within notifying Northwestern thirty (30) days after receipt in advance of UNIVERSITY’S invoice therefore. Payments pursuant any such activity if Licensee has been given such notice, and shall provide Northwestern with copies of all documents related to this Section 6.2 are not creditable against royaltiespatent filing, prosecution, and maintenance. 6.3 LICENSEE Section 7.3 shall own any new be replaced in its entirety with the following: Licensee through its patent application, and any counsel will take the lead on patent that issues therefrom, or new technology in prosecution for additional filings falling within the SLE FIELD developed independently scope of the UNIVERSITY Patent Rights listed in Appendix A for which it pays the prosecution costs, keeping Northwestern informed with opportunity to consult as described above. Section 7.4 shall be replaced in its entirety with the following: Appendix A shall be replaced in its entirety with the updated and UNIVERSITY employees amended Appendix A attached hereto and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyincorporated by reference.

Patent Prosecution. 6.1 UNIVERSITY has or Except as provided in Section 6.4, M.I.T. shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such the foreign countries as listed in Appendix B hereto. Appendix B may be designated amended by The information below marked by [****] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Commission. I. T. agrees that it shall not abandon the prosecution of any patent applications under PATENT RIGHTS nor shall it fail to make any payment or fail to take any other action necessary to obtain or maintain a patent under PATENT RIGHTS unless it has notified LICENSEE in a written notice sufficient time for LICENSEE to UNIVERSITY within a reasonable time assume such prosecution, make such payment or take such action, and LICENSEE shall thereafter have the right to prosecute and/or maintain such PATENT RIGHTS at its expense in advance M.I.T.'s name, and M.I.T. shall thereafter render to LICENSEE all necessary assistance in order to facilitate such prosecution and/or maintenance. 6.2 LICENSEE shall reimburse M.I.T. for payment of all fees and costs relating to the filing, prosecution, and maintenance of the required foreign filing dates. PATENT RIGHTS incurred by M.I.T. after the Effective Date of this Agreement. 6.3 [****] 6.4 If, pursuant to Section 8.B.2 of the Research Agreement, LICENSEE obtains an exclusive license to a new invention which is added to PATENT RIGHTS, and if such new invention is jointly owned pursuant to Section 8.F. of the Research Agreement ("JOINT PATENT RIGHTS"), LICENSEE shall apply for, seek prompt issuance of, and maintain during the term of this Agreement at its own expense such JOINT PATENT RIGHTS in the United States and in such other countries as LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the elected. The prosecution, filing and maintenance of JOINT PATENT RIGHTS shall be the primary responsibility of LICENSEE; provided, however that patent counsel selected by LICENSEE is reasonably acceptable to M.I.T. LICENSEE (and by instruction its patent counsel) shall consult with M.I.T. and its patent counsel as to the preparation and filing, prosecution and maintenance of JOINT PATENT RIGHTS, and shall furnish to M.I.T. and its patent counsel copies of documents relevant to such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance sufficiently prior to filing such documents or making any payment due thereunder to allow for review and comment by M.I.T. and its patent counsel. If, at any time, LICENSEE shall elect not to pay the expenses of any patent application or patent application covered by the included in JOINT PATENT RIGHTSRIGHTS (which election may be limited to a specific country or countries), then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall so notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE M.I.T. within thirty (30) days after receipt of UNIVERSITY’S invoice thereforesuch consultation and shall thereby surrender its rights under JOINT PATENT RIGHTS in the country or countries affected, provided, however, that LICENSEE shall remain obligated for any COSTS incurred with respect to such patent application or patent prior to said election. Payments LICENSEE agrees that it shall not abandon the prosecution of any patent applications under JOINT PATENT RIGHTS nor shall it fail to make any payment or fail to take any other action necessary to obtain or maintain, in a patent under JOINT PATENT RIGHTS unless it has notified M.I.T. in sufficient time for M.I.T. to assume such prosecution, make such payment or take such action, and M.I.T. shall thereafter have the right to prosecute and/or maintain such JOINT PATENT RIGHTS at its expense in LICENSEE's name, and LICENSEE shall thereafter render to M.I.T. all necessary assistance in order to facilitate such prosecution and/or maintenance. The information below marked by [****] has been omitted pursuant to this Section 6.2 are not creditable against royaltiesa request for confidential treatment. The omitted portion has been separately filed with the Commission. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings of the PATENT RIGHTS Patent Rights shall be the responsibility of Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of $ (“Pre- agreement Expenses”) will be payable by Licensee to University within five (5) business days after the execution of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyLicensee. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date, but not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of diligently prosecute and maintain during the term Licensed Patents using counsel selected by UFRF and reasonably acceptable to Licensee. UFRF shall provide Licensee with copies of this Agreement the PATENT RIGHTS in all patent applications amendments, and other filings with the United States Patent and in Trademark Office and foreign patent offices. UFRF will also provide Licensee with copies of office actions and other communications received by UFRF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may information confidential. 7.2 Licensee shall be designated responsible for and pay all future costs and expenses incurred by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon UFRF for the preparation, filing, prosecution or prosecution, issuance, and maintenance of any patent or patent application covered the Licensed Patents within thirty (30) days of receipt of an invoice from UFRF. Licensee shall be responsible for and pay all past costs and expenses incurred and invoiced by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of UFRF for the preparation, filing, prosecution, issuance, and maintenance of the Licensed Patents within ninety days (90) of the execution of this amended License Agreement. It shall be the responsibility of Licensee to keep UFRF fully apprised of the “small entity” status of Licensee with respect to the U.S. patent laws and with respect to the patent laws of any other countries, if applicable, and to inform UFRF of any changes in such status, within thirty days of any such change. 7.3 UFRF will provide Licensee with prior written notice in the event that UFRF elects not to prosecute and/or maintain a patent application or patent included in the Licensed Patents in any country and, upon such election, Licensee shall have the right to prosecute such patent application or patent in such country or countries (and any additional countries it may choose) at its own discretion and expense. UFRF shall provide Licensee with ninety (90) days prior written notice of its decision, and such notice shall be given no later than ninety (90) days prior to a non-extendable deadline for prosecution and or maintenance of such patent application or patentpatent in such country. 7.4 Licensee will provide UFRF with prior written notice in the event that Licensee elects not to pay UFRF for the costs of a patent application or patent included in the Licensed Patents in any country and, upon such election, UFRF shall have the right to prosecute such patent application or patent in such country or countries at its own discretion and expense. If LICENSEE With sixty (60) days written notice to Licensee, UFRF shall have the right to license such patent application or patent in such country or countries if patent costs remain nonreimbursed. Licensee shall provide UFRF with ninety (45) days prior written notice of its decision, and such notice shall be given no longer wishes later than ninety (45) days prior to support the a non-extendable deadline for prosecution or maintenance of any such patent application or patent application covered by in such country. Licensee shall have no rights in such patents in such country or countries upon the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifUFRF, at any time during the term of this Agreement, LICENSEE or any provided that UFRF will provide Licensee sixty days notice of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeintention to License such patents in such countries. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensor shall apply for and seek prompt issuance of prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in its choice. Licensor shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may information confidential. 7.2 Licensee shall pay to Licensor the sum of $18,896.50, according to the following schedule: six thousand dollars ($6,000) shall be designated by LICENSEE in a written notice paid on or before March 31, 2018; six thousand dollars ($6,000) shall be paid on or before March 31, 2019; and six thousand eight hundred ninety-six dollars and fifty cents ($6,896.50) shall be paid on or before March 31, 2020; to UNIVERSITY within a reasonable time in advance reimburse any and all expenses associated with preparation, filing, prosecution, issuance, maintenance, defense, and reporting of the required foreign filing dates. LICENSEE Licensed Patents incurred prior to the Effective Date. 7.3 Licensee shall have the opportunity be responsible for and pay all costs and expenses incurred by Licensor related to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS(including interferences), then UNIVERSITY shall provide written notice to LICENSEEissuance, maintenance, defense (including oppositions) and LICENSEE shall have the right at its sole expense to assume control reporting of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom Licensor . Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep Licensor fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform Licensor of any changes in writing of such status, within thirty (30) days of any such change. In the event that additional licenses are granted to licensees for alternate fields-of-use, patent expenses associated with Licensed Patents will be divided proportionally between the number of existing licensees. In the case of foreign patent protection, if Licensee gives sixty (60) days notice that issues therefromit intends to decline to reimburse Licensor for patent expenses for any Licensed Patent in any particular country, or new technology then the license granted hereunder respecting such Licensed Patent shall terminate after such sixty (60) days and Licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply UVAPF will have exclusive responsibility for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSprosecution, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution issuance and maintenance of the Licensed Patents, which will be owned by UVAPF; but UVAPF will keep PGx fully informed, will seek PGx’s comments and suggestions prior to taking material actions (including the filing of initial applications), and will take all actions reasonably recommended by PGx which would expand the scope of rights sought, including without limitation, recommendations to make filings in a country or countries outside of the United States of America, the costs for which will be deemed pre-approved by PGx hereunder. UVAPF will also authorize PGx to communicate directly with UVAPF’s patent counsel, said patent counsel to be chosen by mutual consent between UVAPF and PGx. Provided PGx has previously given its written approval (not to be unreasonably withheld) to the costs incurred by UVAPF in discharging the aforesaid responsibility, including without limitation, reasonable attorneys fees and costs of any appeal or patent litigation, PGx will reimburse any and all such patent application or patentcosts incurred by UVAPF after April 12, 1999. If LICENSEE no longer wishes PGx does not agree to support pay any costs which are necessary under law to the prosecution or maintenance protection of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYcertain rights at issue, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent UVAPF proceeds to incur those costs at its own expense, the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall rights at issue will thereafter be excluded from the PATENT RIGHTS. LICENSEE license granted hereunder, and UVAPF shall notify UNIVERSITY immediately ifbe free to license such rights to third parties, at without any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officefurther obligation to PGx. 6.2 All UVAPF shall, from time to time, invoice PGx for reimbursement of costs and fees in accordance with Article 6.1 herein above, and costs including attorneys’ fees relating PGx shall remit payment to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE UVAPF within thirty (30) days after of receipt of UNIVERSITY’S invoice thereforeeach such invoice. Payments pursuant Alternatively, upon instruction by UVAPF, patent counsel may directly ▇▇▇▇ PGx for such costs and fees, and PGx shall remit payment directly to this Section 6.2 UVAPF’s counsel, with the understanding that such direct payment does not create any attorney-client relationship with PGx. Any amounts due hereunder which are not creditable against royaltiesunpaid ninety (90) days after the date UVAPF or its counsel invoices PGx shall bear simple interest accrued at the annual rate equal to [ * ]. 6.3 LICENSEE If either party believes that a Licensed Patent is being infringed by a third party, such party shall own any new patent applicationnotify the other, and as part of such notice shall provide copies of all documentary evidence of such infringement. PGx will have the right but not the obligation to bring an infringement action against the alleged infringer, at PGx’s sole expense. UVAPF will cooperate as requested by PGx, and will be compensated by PGx for its reasonable out-of-pocket expenses, which PGx has approved for reimbursement prior to their having been expended. Nothing herein shall be construed to requires UVAPF to expend any patent that issues therefromamount not approved for reimbursement by PGx. No settlement, consent judgment, or new technology other voluntary final disposition of such suits may be entered into without the consent of UVAPF, which consent shall not unreasonably be withheld. Any damages paid (including without limitation compensatory damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) shall first be applied to the reimbursement of PGx’s reasonable costs, expenses and legal fees, including amounts PGx has reimbursed to UVAPF. The remaining balance of such damages shall be divided [ * ] percent ([ * ]%) to UVAPF and [ * ] percent ([ * ]%) to PGx. In the event that PGx elects not to bring or pursue an infringement action against an alleged infringer, UVAPF shall have the right, but not the obligation, to do so at its sole expense, and to retain all recovered damages. In such instances PGx will cooperate as requested by UVAPF, and will be compensated by UVAPF for its reasonable out-of-pocket expenses, which UVAPF has approved for reimbursement prior to their having been expended. Nothing herein shall be construed to require UVAPF to expend any amount not approved for reimbursement by PGx. 6.4 PGx acknowledges and agrees that all rights licensed by UVAPF hereunder are licensed “as is” and without any representation, indemnification or warranty with respect to possible infringement of third party rights. In the event of a third party infringement action against either party with respect to any Licensed Product, PGx will have the right but not the obligation to defend at PGx’s expense, with the understanding that failure to so defend may result in a default judgment against PGx, its Affiliates, its Sublicensees, and/or UVAPF. PGx shall indemnify and hold UVAPF harmless from any such action, and shall pay any damages resulting from judgment against UVAPF. UVAPF will cooperate as requested by PGx, and will be compensated by PGx for its reasonable out-of-pocket expenses, which UVAPF will only be required to expend if PGx has approved same for reimbursement. No settlement, consent judgment, or other voluntary final disposition of any suit which results in the SLE FIELD developed independently narrowing of the UNIVERSITY and UNIVERSITY employees and scope of any of the Licensed Patents or Licensed Know-how or UVAPF’s rights in or to same may be entered into without the consent of UVAPF, which shall not owe be unreasonably withheld. 6.5 PGx and UVAPF agree that the UNIVERSITY any fee Licensed Patents shall be extended by all means provided by law or royalty regulation including without limitation extensions provided under section 4 relating to such a new patent applicationU.S. law at 35 U.S.C. §§154(b), 155A, and any patent 156. PGx hereby agrees to provide UVAPF with all necessary assistance in securing such extensions, including without limitation providing all information regarding applications for regulatory approval, approvals granted, and the timing of same. PGx acknowledges that issues therefromextensions under 35 U.S.C. §156 must be applied for within sixty (60) days of the date that a Licensed Product receives permission under the provision of law under which the applicable regulatory review period occurred for commercial marketing or use, and that PGx’s failure to promptly provide the necessary information or new technologyassistance to UVAPF during such sixty day period will cause serious injury to UVAPF.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Licensee shall have the opportunity first right to advise file, prosecute, and cooperate with UNIVERSITY maintain the Licensed Patents that specifically claim inventions directed to the Compound or Products (including for clarity any Joint Patents which are Licensed Patents) in the prosecutionTerritory (“Product-Specific Licensed Patents”), filing at Licensee’s cost and expense. As of the Effective Date, the Product-Specific Licensed Patents are expressly designated as such on Exhibit B. Promptly after the Effective Date, Licensor shall transfer the prosecution and maintenance of the Product-Specific Licensed Patents to Licensee or its counsel. As between the Parties, Licensor shall have first right to file, prosecute, and maintain the Licensed Patents (including for clarity any Joint Patents which are Licensed Patents) that are not Product-Specific Licensed Patents (“Non-Product-Specific Licensed Patents”) in the Territory at Licensor’s cost and expense. (b) Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the Product-Specific Licensed Patents and shall promptly provide Licensor with a copy of any material correspondence received from any patent authority in the Territory in connection therewith. In addition, Licensee shall provide Licensor with drafts of proposed material filings and correspondence to any patent authority in the Territory with respect to the Product-Specific Licensed Patents for Licensor’s review and comment at least [***] business days prior to the anticipated submission date or due date (whichever is earlier), and Licensee shall reasonably consider all comments provided to Licensee by Licensor within [***] business days of Licensor receiving such patents. If UNIVERSITY decides draft. (c) Licensee shall notify Licensor of any decision to abandon the preparation, filing, cease prosecution or maintenance of any patent or patent application covered by Product-Specific Licensed Patents in any country in the PATENT RIGHTS, then UNIVERSITY Territory. Licensee shall provide written such notice at least [***] days prior to LICENSEEany filing or payment due date, or any other due date that requires action, in connection with such Product-Specific Licensed Patent. In such event, upon Licensor’s request, Licensee shall transfer all files and LICENSEE shall have documents in Licensee’s possession and Control necessary for the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application Product-Specific Licensed Patent in such country to Licensor, and thereafter Licensor shall have the right to continue prosecution or patentmaintenance of such Product-Specific Licensed Patent in such country at Licensor’s cost and expense. If LICENSEE no longer wishes Licensor shall notify Licensee of any decision to support the cease prosecution or maintenance of any patent or patent application covered by Licensed Patents that is not a Product-Specific Licensed Patent in any country in the PATENT RIGHTS, then LICENSEE Territory. Licensor shall provide written such notice at least [***] days prior to UNIVERSITYany filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon Licensee’s request, Licensor shall transfer all files and documents in Licensor’s possession and Control necessary for the prosecution and maintenance of such Licensed Patent in such country to Licensee, and LICENSEE thereafter Licensee shall not be responsible for have the right to continue prosecution or maintenance of such corresponding patent expenses that are incurred subsequent Licensed Patent in such country at Licensee’s cost and expense. (d) Section 6.2(b) above shall apply mutatis mutandis as if Licensee were Licensor and as if Licensor were Licensee with respect to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Non-Product-Specific Licensed Patents. (e) The Parties shall mutually agree on which Party will prosecute Joint Patents which are not Licensed Patents based on the contribution of each Party to or after such Joint Invention and each Party’s potential interest in products based upon such Joint Invention. (f) Each Party shall provide the EFFECTIVE DATE of this Agreement shall be other Party all reasonable assistance and cooperation in the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees patent prosecution efforts under this section that have been paid to the UNIVERSITY by prior licensees or Section 6.2, including providing any necessary powers of attorney and executing any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesrequired documents or instruments for such prosecution. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 8.1.1 ▇▇▇▇▇ shall apply bear the principal responsibility for and seek prompt issuance of shall file and prosecute all patent applications and maintain during all patents within the term Patent Rights in the United States of this Agreement America and in foreign countries; provided, however, that ▇▇▇▇▇ shall consult with CDI before initiating or ceasing any filing within the PATENT RIGHTS Patent Rights. ▇▇▇▇▇ shall keep CDI reasonably informed of the status of the patents and applications within the Patent Rights. In the event that ▇▇▇▇▇ elects to not file any patent application or ceases prosecution of any patent application or maintenance of any patent within the Patent Rights, ▇▇▇▇▇ shall inform CDI in due time, and CDI shall have the right, but not an obligation, to file such patent applications, prosecute such patent application or maintain such patent within the Patent Rights. 8.1.2 Payment of all costs and expenses relating to the filing, prosecution, and maintenance of the Patent Rights in the United States and in such foreign countries as may jurisdictions after the Effective Date shall be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance the responsibility of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution▇▇▇▇▇, filing and maintenance provided that upon reimbursement of such patentscosts and expenses to ▇▇▇▇▇ by CDI, CDI may then deduct such amounts from the amounts owing to ▇▇▇▇▇ under Section 4. If UNIVERSITY decides Notwithstanding the above, CDI shall not be obligated to abandon reimburse ▇▇▇▇▇ costs and expenses relating to 7 the preparation, filing, filing or prosecution of any patent application or maintenance of any patent or patent application covered by within the PATENT RIGHTS, then UNIVERSITY shall provide written notice Patent Rights in countries where CDI reasonably objects to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, such filing, prosecution or maintenance. In any country where CDI fails to reimburse ▇▇▇▇▇ fees and maintenance costs relating to filing or prosecution of such a patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any a patent or patent application covered by within the PATENT RIGHTSPatent Rights, then LICENSEE CDI's rights and license under this Agreement in such country shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of terminate six (6) months after receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance CDI of the PATENT RIGHTS whether incurred prior initial request by ▇▇▇▇▇ for reimbursement where the reimbursement is made by CDI within such six (6) month period. Reimbursement due ▇▇▇▇▇ pursuant to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs Section 8.1.2 shall be paid by LICENSEE CDI within thirty days (30) days after (but not later than one hundred eighty (180) days) of CDI's receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties▇▇▇▇▇'▇ itemized invoice. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates7.1. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the The filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to Patent Rights that are owned solely or after the EFFECTIVE DATE of this Agreement jointly by Northwestern shall be at the responsibility sole discretion of LICENSEENorthwestern provided that Northwestern shall keep Licensee reasonably informed and provide a timely and meaningful opportunity to advise and comment on all office actions and on the preparation, prosecution and maintenance of the Patent Rights which are owned solely or jointly by Northwestern, and shall reasonably consider any comments Licensee provides during such process. LICENSEE Licensee shall not be required reimburse Northwestern for all reasonable, documented costs and expenses associated with the Patent Rights in accordance with Section 5. Licensee represents and warrants that it is entitled to reimburse “small entity” status and shall immediately inform Northwestern in the UNIVERSITY event its entity status changes, including as a result of sublicensing efforts. 7.2. If Licensee determines that it wishes to stop paying for any fees patent application or patent within the Patent Rights, then it shall give sixty (60) days prompt written notice to Northwestern, whereafter Licensee shall have no further payment obligation with respect to that specific patent application or patent of the Patent Rights, all such rights of Northwestern in and to such patent application or patent of the Patent Rights and all patent applications filed therefrom and patents issuing on any such application shall revert immediately back to Northwestern, shall no longer be included in the Patent Rights licensed hereunder without requiring further action on the part of the parties, and Northwestern may license any or all of the foregoing to third parties without obligation or accounting to Licensee. 7.3. The parties shall cooperate in selecting a patent within the Patent Rights to seek a term extension for, or supplementary protection certificate, in accordance with the applicable laws of any country for each Licensed Product. Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation under law exists to so register or give notice. Licensee agrees to ▇▇▇▇ the Licensed Products in such a manner as to conform with the patent laws and practice of any country of use, manufacture, shipment, sale, export or import and provide the notice required by Section 2.6. Upon request from Northwestern, Licensee shall provide evidence of proper marking. Each party agrees to execute any documents and to take any additional actions as the other party may reasonably request in connection with activities under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesArticle 7. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of its choice and in such countries as Licensee may request from time to time. UFRF shall provide Licensee with copies of all patent applications, responses, correspondence and other documents sent to or received from the United States Patent and Trademark Office and shall use reasonable efforts to provide the same respecting foreign patent offices, in each case relating to Patent Rights. In the case of any proposed patent applications, responses, correspondence or other documents, UFRF shall use reasonable efforts to furnish Licensee with copies of drafts of the same in time for Licensee to review and comment on such patent applications, responses, correspondence or other documents, and shall timely consult with Licensee with respect thereto. UFRF shall also keep Licensee advised of the status of actual and prospective patent filings and patent prosecution activities with respect to the Patent Rights. Licensee shall keep confidential in accordance with Section 17 of this Agreement any and all documents made available by UFRF for review pursuant to the PATENT RIGHTS in foregoing provisions of this Section 7.1. In the United States event that the Licensee and in such foreign countries as may be designated by LICENSEE in UFRF have a written notice to UNIVERSITY disagreement regarding the filing or prosecution of any patent application within a reasonable time in advance the Patent Rights where the subject matter of the required foreign filing dates. LICENSEE disagreement pertains to the scope of the claims of such patent application, the Licensee and UFRF shall have fifteen business days during which they will attempt to resolve the opportunity disagreement and reach a consensus on the patent application and/or response, prior to advise filing thereof by UFRF counsel. After such fifteen (15) day period, then UFRF is free to direct such actions as it sees fit at its sole discretion. In the event that a patent action must be taken before fifteen (15) business days then UFRF is free to direct such actions as it sees fit at its sole discretion. UFRF shall have final decision-making authority on all patent matters. [ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and cooperate with UNIVERSITY (ii) would be competitively harmful if publicly disclosed.” [ REDACTED ] = Certain confidential information contained in the prosecutionthis document, filing marked by brackets, has been omitted because it is both (i) not material and maintenance of such patents. If UNIVERSITY decides (ii) would be competitively harmful if publicly disclosed.” 7.2 [REDACTED]. 7.3 Licensee shall be responsible for and pay all costs and expenses incurred by UFRF related to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS(including interferences), then UNIVERSITY shall provide written notice to LICENSEEissuance, maintenance, defense (including oppositions) and LICENSEE shall have the right at its sole expense to assume control reporting of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom UFRF. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royaltieskeep UFRF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of other countries, if applicable, and to inform UFRF of any changes in writing of such status, within thirty (30) days of any such change. 6.3 LICENSEE 7.4 In the case of foreign patent protection, if Licensee gives sixty (60) days notice that it intends to decline to reimburse UFRF for patent expenses for any Licensed Patent in any particular country and/or jurisdiction, then the license granted hereunder respecting such Licensed Patent shall own any new patent application, and any patent that issues therefrom, or new technology terminate after such sixty (60) days in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologycountry and/or jurisdiction.

Patent Prosecution. 6.1 UNIVERSITY has or shall (a) Except as expressly set forth in Section 6.01(b), DUKE shall, at its sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain the DUKE PATENT RIGHTS during the term of this Agreement AGREEMENT. DUKE will use reasonable commercial efforts to file, prosecute and maintain the DUKE PATENT RIGHTS. DUKE will keep COMPANY advised as to all developments with respect to, and will promptly deliver to COMPANY (or cause DUKE’s patent counsel promptly to deliver to COMPANY) all official documents and correspondence relating to the prosecution of, the DUKE PATENT APPLICATIONS, and/or applicable or related continuation, continuation-in-part and reissue application(s) within the DUKE PATENT RIGHTS in and respecting the United States maintenance and in validity of all DUKE PATENTS issued or issuing with respect thereto. COMPANY will have (i) the right to review DUKE PATENT APPLICATIONS and to make recommendations regarding the prosecution of such foreign countries DUKE PATENT APPLICATIONS, (ii) the right to receive such DUKE PATENT APPLICATIONS and related official documentations at such time as to allow a reasonable period for review thereof prior to any applicable deadline for filing or responding, and (iii) the right to request amendments of any such DUKE PATENT APPLICATION to include claims or arguments as may be appropriate for obtaining a patent claiming commercially relevant inventions. Upon request by DUKE and/or its agents, COMPANY shall promptly inform DUKE in writing which non-U.S. countries, if any, in which COMPANY desires patent protection and DUKE PATENT RIGHTS shall reflect such designations provided that COMPANY bears the associated costs as set forth in Section 6.02(a). DUKE may elect to seek patent protection in countries not so designated by LICENSEE COMPANY, in a written notice which case DUKE shall notify COMPANY in writing of such election, and from the date of such filing of such DUKE PATENT APPLICATIONS by DUKE in such undesignated countries, such DUKE PATENT APPLICATIONS and resulting patents shall not be considered DUKE PATENT RIGHTS (and/or DUKE PATENT APPLICATIONS) in such countries and COMPANY shall be deemed to UNIVERSITY within a reasonable time have forfeited all rights under this AGREEMENT to such DUKE PATENT APPLICATIONS and resulting patents in advance of the required foreign filing datessuch countries. LICENSEE (APPENDIX A shall have the opportunity be deemed to advise be so amended.) It is understood and cooperate agreed that all final decisions with UNIVERSITY in the prosecution, filing respect to prosecution and maintenance of such patents. If UNIVERSITY decides DUKE PATENT RIGHTS are reserved to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE DUKE. (b) COMPANY shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support primary responsibility for all activities associated with the prosecution or maintenance S of any patent or patent application covered by the DUKE PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time RIGHTS during the term of this AgreementAGREEMENT, LICENSEE or any provided that it first provides DUKE with written notice of its sublicensees does desire to assume such responsibilities and obtains DUKE’s written approval of the legal counsel that COMPANY shall retain for such purposes, such approval not qualify to be unreasonably withheld or delayed. It is understood and agreed that in the event COMPANY assumes such responsibilities pursuant to this Section 6.01(b), COMPANY shall keep DUKE advised as to the status of the DUKE PATENT RIGHTS and COMPANY’s designated patent attorneys will provide DUKE, in a “Small Entity” as provided by the United States Patent timely manner, with copies of all official documents and Trademark Office. 6.2 All fees and costs including attorneys’ fees correspondence relating to the filingprosecution, maintenance, and validity of the appertaining DUKE PATENT RIGHTS. COMPANY shall consult with DUKE in such prosecution and maintenance, shall diligently seek advice of DUKE on all matters pertaining to the DUKE PATENT RIGHTS, shall diligently seek appropriate claims under the DUKE PATENT RIGHTS, and shall not abandon prosecution of any DUKE PATENT RIGHTS without first notifying DUKE in a timely manner of COMPANY’s intention and reason therefor, and providing DUKE with reasonable opportunity to assume responsibility for prosecution and maintenance of the appertaining DUKE PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement (which thereafter shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid subject to the UNIVERSITY provisions of Section 6.02(b) as regards status as DUKE PATENT RIGHTS and LICENSED PRODUCTS, LICENSED PROCESSES, and LICENSED SERVICES and COMPANY’s rights therein). Notwithstanding the foregoing or anything to the contrary in this AGREEMENT, it is understood and agreed all final decisions with respect to the prosecution and maintenance of the DUKE PATENT RIGHTS by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments COMPANY pursuant to this Section 6.2 are 6.01(b) shall be made by DUKE. COMPANY’s obligations under this Section 6.01(b) shall include, without limitation, an obligation to inform DUKE in a timely manner (no less than [***] ([***]) [***] prior to the appertaining filing deadlines) that COMPANY will not creditable against royalties. 6.3 LICENSEE shall own pursue patents in any new patent applicationnon-US country so that DUKE may pursue such patents if it so desires in which case, from the date of such filing of such PATENT APPLICATIONS by DUKE, such PATENT APPLICATIONS and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and resulting DUKE PATENTS shall not owe the UNIVERSITY any fee or royalty be considered DUKE PATENT RIGHTS in such non-U.S. country and COMPANY shall be deemed to have forfeited all rights under section 4 relating this AGREEMENT to such PATENT APPLICATIONS and resulting DUKE PATENTS in such non-U.S. country (APPENDIX A). For avoidance of doubt, it is understood that COMPANY shall assume direct and full responsibility for payment of DUKE PATENT RIGHTS EXPENSES it incurs as a new patent application, and any patent that issues therefrom, or new technologyresult of its assumption of responsibility for prosecution of DUKE PATENT RIGHTS under this Section 6.01(b).

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensor shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS patents, patent applications and foreign counterparts, as the case may be, included within the Licensed Patents that are (a) specifically identified by patent number or application serial number in the United States and in such foreign countries as may be designated paragraph 1.1 of this Agreement, or (b) timely identified or specified by LICENSEE in a written Licensee by notice to UNIVERSITY within a reasonable time Licensor. Except as provided in advance of Section 7.4, the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such all patent application or patent. If LICENSEE no longer wishes to support applications, foreign counterparts and patents within the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application Licensed Patents shall be excluded from the PATENT RIGHTS. LICENSEE primary responsibility of Licensor; provided, however, that Licensee shall notify UNIVERSITY immediately ifbe afforded reasonable --------- ------- opportunities to advise Licensor and shall cooperate with Licensor in such prosecution and maintenance. 7.2 Except as provided in Section 7.4, at any time Licensee shall reimburse Licensor for all reasonable out-of-pocket fees, costs and expenses reasonably paid or incurred by Licensor in filing, prosecuting and maintaining the Licensed Patents during the term of this Agreement. Licensee shall deliver such reimbursement to Licensor (or, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating if Licensor requests, directly to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Licensor's patent counsel) within thirty (30) days after receipt Licensor (or Licensor's patent counsel) notify Licensee from time to time of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesthe amount of such fees, costs and expenses which have been paid or incurred by Licensor. 6.3 LICENSEE 7.3 Licensor shall promptly advise Licensee of the grant, lapse, revocation, surrender, any threatened invalidation of or of their intention to abandon any such patent, application or foreign counterpart. If Licensor advises Licensee of its intention not to pursue a patent on any Licensed Technology or to abandon any such patent, application or foreign counterpart, Licensee shall have the right, at its own any new patent applicationexpense, to pursue such patent, application or foreign counterpart, and all rights resulting therefrom shall vest in Licensee alone. 7.4 Licensee shall designate each country, if any, in which Licensee desires that patent application(s) corresponding to the Licensed Patents be filed. Licensee shall pay all costs and legal fees associated with the preparation and filing of such designated foreign patent applications, and such applications shall be in Licensor's name. Licensor may elect to file corresponding patent applications in countries other than those designated by Licensee, but in that event Licensor shall be responsible for all costs associated with such non-designated filings. Licensor will notify Licensee that it intends to make such filings. Licensee will then have thirty (30) days to decide to pay for such filings and prosecutions. If it does not decide to pay for such applications within the 30-day period, neither of such applications nor any patent patents that issues therefromissue thereon shall be considered to be Licensed Patents, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and Licensee shall not owe the UNIVERSITY any fee or royalty forfeit its rights under section 4 relating this Agreement with respect to such a new applications and patents unless it can demonstrate that filing patent application, and any patent that issues therefrom, or new technologyapplications in such countries is not commercially feasible for the Licensed Product(s).

Patent Prosecution. 6.1 UNIVERSITY has or (a) Licensee shall apply for file, prosecute and seek prompt issuance of and maintain maintain, during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term course of this Agreement, LICENSEE the PATENTS, using outside patent counsel reasonably acceptable to USC. Should the filing of foreign patents be required, Licensee shall take responsibility for timely filing, prosecuting and maintaining said foreign patents. Licensee shall notify USC of all material information received by Licensee, including copies of documents received by or any prepared by or on behalf of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Licensee, relating to the filing, prosecution and maintenance of the PATENT patents and patent applications which form the basis of the PATENTS, and shall use commercially reasonable efforts to allow USC to review, comment, and advise upon such information. Licensee shall convey or transmit to USC material correspondence from outside counsel to USC related to the filing, prosecution and maintenance of PATENTS. Licensee shall consider in good faith the requests and suggestions of USC with respect to strategies for filing and prosecuting the PATENTS, and shall use commercially reasonable efforts to implement all commercially reasonable requests of USC. USC shall keep Licensee informed of information provided to USC, or developed at USC, where such information relates to the PATENTS and PROPERTY RIGHTS whether incurred necessary for the prosecution, protection and procurement of the PATENTS. Subject to Section 17 hereof, Licensee and USC agree to hold all information disclosed to it pursuant to this Paragraph 6(a) confidential and to use the information provided only for the purpose of advancing the PATENTS and/or practicing the license(s) granted to Licensee hereunder in accordance with the terms and conditions of this Agreement. (b) In the event that Licensee desires to cease prosecution or maintenance of any PATENT, Licensee shall provide reasonable prior written notice to USC of such intention to abandon (which notice shall, in any event, be given no later than […***…] days prior to the next deadline for any action that may be taken with respect to such PATENT with the applicable Patent Office), so that USC may, at its discretion, assume responsibility for such PATENT. If the Licensee assumes responsibility for a PATENT and then subsequently elects (i) not to pursue such PATENT or after (ii) to terminate the EFFECTIVE DATE prosecution or maintenance of such PATENT in any country, the Licensee surrenders its right to make, use or sell PRODUCTS covered by the non-elected PATENT in that particular country and shall grant to USC the exclusive rights previously granted to Licensee, without limitation, for that country. Licensee agrees to execute all necessary documents to carry out this Agreement shall be the responsibility grant of LICENSEErights to USC. LICENSEE Payments referred to in Paragraph 6(a) shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees refunded upon such non-election or any other third partytermination. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.***Confidential Treatment Requested

Patent Prosecution. 6.1 UNIVERSITY has or BMS acknowledges that, under the WSURF/CPI License Agreement: "WSURF shall apply for and for, seek prompt issuance of of, and maintain during the term of this [the WSURF/CPI License] Agreement the PATENT RIGHTS patent rights for the Technology and Prospective technology in the United States and in such the foreign countries as listed in Appendix C [thereto]. Appendix C [thereto] may be designated amended by LICENSEE the verbal agreement of [WSURF and CPI], such agreement to be confirmed in a written notice to UNIVERSITY writing within a reasonable time in advance of the required foreign filing datesten (10) days. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing and maintenance of all patents and applications shall be the primary responsibility of WSURF; provided, however, that [CPI] shall have Reasonable Opportunity to advise WSURF and shall cooperate with WSURF in such patentsprosecution, filing and maintenance. If UNIVERSITY decides to abandon Reasonable Opportunity means that WSURF shall provide [CPI] with copies of all correspondence regarding any patent application for the preparationTechnology, including but not limited to, any filing, prosecution notice, restriction requirement, office action, response to office action, request for terminal disclaimer, and request for reissue or maintenance reexamination of any patent or patent application covered by under the PATENT RIGHTSTechnology." Accordingly, then UNIVERSITY CPI and BMS agree that, as between BMS and CPI, BMS shall provide written notice control CPI's dealings with WSURF under the foregoing and that CPI shall promptly forward to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance BMS copies of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses all documents and other materials that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded it receives from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeWSURF pursuant thereto. 6.2 All BMS agrees to reimburse CPI for its payment of all reasonable fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of patents included in the PATENT RIGHTS whether Technology, to the extent that such fees and costs are incurred after the date of this Agreement. 6.3 The WSURF/CPI License Agreement provides that: "WSURF shall employ its best efforts not to allow any of the Technology under which BMS is licensed, and for which [CPI] is underwriting the filing, prosecution and maintenance costs thereof, to lapse or become abandoned without [CPI]'s authorization and/or reasonable notice to [CPI]. WSURF shall notify [CPI] sixty (60) days prior to or after the EFFECTIVE DATE any proposed intentional abandonment of this Agreement shall be the responsibility of LICENSEEany rights in any territory. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within Within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments the notice [CPI] shall, in writing, either (a) concur with abandonment or (b) elect to resume responsibility for the prosecution and maintenance of all the Technology that WSURF proposes to abandon." Accordingly, CPI and BMS agree that, as between CPI and BMS, BMS shall control CPI's dealings with WSURF pursuant to this Section 6.2 are not creditable against royaltiesthe foregoing and, in particular, CPI shall promptly copy BMS on any notice received from WSURF thereunder and defer to BMS all decisions pertaining thereto. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY 6.01 The Parties acknowledge that Licensor has granted separate licenses in respect of the Licensed Technology and the Licensed Patents including a license granted for use in vaccines to prevent infectious disease in non-humans, but as more particularly described in such license dated for reference the 29th day of February, 2000, a copy of which has been provided to Licensee (herein the "Novartis License"). The Parties also acknowledge that Licensor has granted a further licenses in respect of the Licensed Technology and the Licensed Patents for use in immunopharmaceutical products based upon leukotoxin carrier, GnRH, or shall apply VIP for use in non-humans (other than for use in vaccines for the prevention of infectious diseases in animals) and seek prompt issuance technology relating to the GDF-8 protein, but as more particularly described in such license dated as an from of the Effective Date (as such terms are defined therein) a copy of which has been provided to Licensee (herein the "MMI License"). Pursuant to the provisions of Article VI and Article VII of both the Novartis License and the MMI License, the licensee thereunder (such licensees, successors and assigns herein referred to as "Novartis" and "MMI" respectively) has several entitlements, obligations or responsibilities including the following: A. to file applications, to prosecute and maintain during the term of this Agreement Licensed Patents including additions, continuations, divisions and the PATENT RIGHTS in the United States like thereto; B. to discontinue prosecutions and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity applications and to advise and cooperate provide Licensor with UNIVERSITY the option to proceed with filings, applications and prosecutions; C. to regularly apprise Licensor and at Licensor's direction on a confidential basis Licensor's other licensees of the Licensed Patents of the status of patent applications and of approved patents; D. to make to Licensor and at Licensor's direction on a confidential basis to other licensees of the Licensed Patents who have an interest in an application or registration respecting a Licensed Patent complete disclosure other than a disclosure which specifically relates to the license granted under the Novartis License or the MMI License and which does not affect such other licensee's interest in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.Licensed Patent(s);