Common use of Patents and Inventions Clause in Contracts

Patents and Inventions. 14.1 If, after consultation with LICENSEE, both PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof.

Patents and Inventions. 14.1 If, after consultation with LICENSEE, both PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. 13.1 BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review file and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of prosecute any patent application and/or and maintain any patent included in that may issue therefrom within the PATENT RIGHTS, then and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD will consult file a patent application on any invention arising out of or in connection with LICENSEE the RESEARCH PROGRAM and BOARD elects to determine a mutually acceptable course of action prior do so, BOARD shall have the right to incurring file and prosecute such expenditures. BOARD will provide LICENSEE a copy of patent application and maintain any patent application for which that may issue therefrom, and LICENSEE has paid shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the cost rights and license granted to LICENSEE pursuant to Article IV of filingthis LICENSE AGREEMENT, as well as copies BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of any documents received or filed in connection with the respective RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent office during applications and patents issuing therefrom shall be deemed to be patent applications and patents within the prosecution thereofPATENT RIGHTS.

Patents and Inventions. 14.1 IfAs stated in 5.1(c) above, after consultation with LICENSEEIMMUNICON shall reimburse UT SOUTHWESTERN and for all previously incurred patent expenses not to exceed $15,000. In addition, both PARTIES agree that a patent application should be filed IMMUNICON, at IMMUNICON'S election, shall either (i) reimburse UT SOUTHWESTERN for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the all reasonable out-of-pocket expenses for filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT within 30 days after receipt of written notice from BOARD, or (ii) pay directly to law firm all future expenses for filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT. Upon IMMUNICON'S request, UT SOUTHWESTERN will prepare and file appropriate patent applications covering LICENSED SUBJECT MATTER, and IMMUNICON shall bear the actual cost incurred by BOARD in connection with searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from If IMMUNICON notifies UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD SOUTHWESTERN that it does not intend to pay the costs of filing a associated with any patent application in a country listed in Exhibit 6which UT SOUTHWESTERN believes should be prepared and filed, then BOARD UT SOUTHWESTERN may file an such application at its own expense and LICENSEE will IMMUNICON shall have no rights under this AGREEMENT to such said patent applicationapplication or any patent which may issue therefrom. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, provide IMMUNICON with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE a copy of any and all patent application applications filed for which LICENSEE has paid IMMUNICON is bearing the actual cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. Similarly, if IMMUNICON elects to pay directly patent expenses in accordance with IMMUNICON'S right as set forth above, IMMUNICON shall instruct outside counsel (approved by BOARD, such approval not to be unreasonably withheld) to provide UT SOUTHWESTERN with copies of all patent-related communications, including, but not limited to, invoices and provide evidence of direct payment of such expenses incurred to UT SOUTHWESTERN within 30 days of receipt of such invoices. The parties each shall have the right to review and comment upon the wording of the specifications, claims and responses to Office Actions prior to their submission to the U.S. Patent and Trademark Office for any and all applications for which IMMUNICON is either reimbursing or paying directly patent expenses.

Patents and Inventions. 14.1 If15.1 If after consultation, after consultation with LICENSEE, both the PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD LICENSORS will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such this application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if lf LICENSEE notifies BOARD LICENSORS that it does not intend to pay such costs, or if LICENSEE does not respond or make an effort to agree with LICENSORS on the costs disposition of filing a patent application rights in a country listed in Exhibit 6the subject invention, then BOARD LICENSORS may file an application at its their own expense and LICENSEE will have no rights to such patent applicationinvention. BOARD LICENSORS shall retain the sole right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, UTMDACC and DARTMOUTH and subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waiversthis AGREEMENT. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD UTMDACC will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office and will promptly and timely submit such comments to UTMDACC. If UTMDACC anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then UTMDACC will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. The PARTIES agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential.

Patents and Inventions. 14.1 If, 6.1 If after consultation with LICENSEE, LICENSEE both PARTIES parties agree that a new patent application should be filed based on the information disclosure records in Exhibits A through E, or for LICENSED SUBJECT MATTERany of the RESEARCH PROGRAM TECHNOLOGY RIGHTS (when and to the extent licensed under this AGREEMENT), then BOARD UTMDACC will prepare and file the appropriate patent application, using mutually agreed patent counselapplications with counsel acceptable to all parties, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as same, subject to Section 4.4, unless the parties mutually agree) and agree on a case-by-case basis that LICENSEE may prosecute such application directly. UTMDACC shall provide (or instruct patent counsel to provide) LICENSEE with all filings and correspondences sufficiently in advance, but not less than thirty (30) day, for LICENSEE to review and comment, and UTMDACC will be considered incorporate all reasonable comments from LICENSEE, subject to any third party obligation of UTMDACC (if any). If UTMDACC believes that a comment from LICENSEE is unreasonable, UTDMACC shall confer with LICENSEE with respect thereto, but LICENSEE shall have final decision making authority with respect to the filing, prosecution and/or maintenance of the EXCLUSIVE PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days Notwithstanding the foregoing, UTMDACC may take action immediately if necessary in light of delivery of an invoice from UT SOUTHWESTERN, provided that if a governmental or patent office deadline to preserve patent rights in LICENSED INTELLECTUAL PROPERTY. If LICENSEE notifies BOARD UTMDACC that it does not intend to pay the costs cost of filing filing, prosecuting or maintaining a patent application or patent, or if LICENSEE is in arrears on any expense payments due under Section 4.4 and fails to make such payments of any undisputed amount within sixty (60) days after receiving a country listed in Exhibit 6written invoice from UTMDACC thereof, then BOARD UTMDACC may file an elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense and LICENSEE will have no expense. In the event UTMDACC files or continues prosecution or maintenance of such patent application or patent at UTMDACC’s expense, then LICENSEE’s rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTSunder this AGREEMENT shall terminate, then BOARD will consult and LICENSEE shall have no further payment obligation under Section 4.4 with LICENSEE to determine a mutually acceptable course respect thereto for payment obligations that accrue after such termination of action prior to incurring such expendituresrights. BOARD UTMDACC will provide LICENSEE with a copy of any patent application applications for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof and will where possible, and unless restricted by any third party rights, allow LICENSEE to be listed as an accessing party to the prosecution. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If UTMDACC notifies LICENSEE that it does not intend to conduct or continue with the respective filing, prosecuting or maintaining a patent office during application or patent, then LICENSEE may (unless prohibited by APPLICABLE LAW or any third party right) elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its sole discretion (provided that nothing herein shall transfer ownership of a patent or patent application to LICENSEE), and if it is prohibited by APPLICABLE LAW or any third party right for LICENSEE to make such election, then UTMDACC shall conduct or continue with the filing, prosecution thereofand/or maintenance of such patent application or patent at LICENSEE’s request and expense (subject to any cost sharing provisions as set forth in Section 4.4). Notwithstanding any provision herein to the contrary, UTMDACC shall be under no obligation to take any action inconsistent with any obligations it has to a third party.

Patents and Inventions. 14.1 If6.1 After the EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after consultation with LICENSEE, both PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD the EFFECTIVE DATE and any patents granted pursuant thereto or divided out therefrom and LICENSEE will prepare and file the appropriate patent applicationapplications, using mutually agreed patent counselan attorney or agent of LICENSEE's choosing, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, promptly provide LICENSOR with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any correspondence and documents received or filed with the respective by or on behalf of LICENSEE during filing, prosecution and/or maintenance of any such patent office during applications and patents including but not limited to all correspondence received from or sent to any patent offices relating (whether in whole or in part) to PATENT RIGHTS . LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or memoranda) necessary to LICENSEE for the prosecution thereofof any current patent application comprised in PATENT RIGHTS.

Patents and Inventions. 14.1 If, If after consultation with LICENSEE, both PARTIES parties agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counselapplications and such applications will be included under PATENT RIGHTS (the parties agree to timely amend Exhibit I when new matter is added under PATENT RIGHTS), and LICENSEE will pay the all reasonable out-of-pocket cost incurred by BOARD in searchingcosts to prepare, preparingfile, filing, prosecuting prosecute and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSmaintain same. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if If LICENSEE notifies BOARD that it does not intend to pay such costs, or if LICENSEE does not respond or make an effort to agree with BOARD on the costs disposition of filing a patent application rights in a country listed in Exhibit 6the subject invention, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent applicationinvention. BOARD shall retain the sole right to select the attorney responsible for diligently filing, prosecution prosecuting and maintenance of maintaining any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD and/or its attorney will promptly provide LICENSEE a copy of any patent application for which LICENSEE has paid agreed to pay the cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereofthereof so that LICENSEE may be currently and promptly informed and apprised of the continuing prosecution, and may provide input and reasonable requests regarding such patent prosecution sufficiently in advance of applicable deadlines for filing any required response; provided, however, that if LICENSEE has not provided its input prior to the final deadline for filing a response or the BOARD must otherwise act unilaterally to preserve PATENT RIGHTS, then BOARD shall be free to do so without awaiting input by LICENSEE.

Patents and Inventions. 14.1 If, 6.1 If after consultation with LICENSEE, LICENSEE both PARTIES parties agree that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER or IMPROVEMENT PATENTS, then BOARD UNTHSC will prepare and file the appropriate patent applicationapplications, using mutually agreed through patent counselcounsel selected by UNTHSC and agreeable to LICENSEE, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the following countries: The United States, Canada, Mexico, The countries listed in Exhibit 6 (of the European Union, Japan, Australia, China, South Korea, India, Russia, Israel, Brazil, and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSLICENSEE may designate in writing to UNTHSC from time to time for a particular patent. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if If LICENSEE notifies BOARD UNTHSC that it does not intend to pay the costs cost of filing a patent an application in any of the countries set forth above, or if LICENSEE does not respond or make a country listed in Exhibit 6good faith effort to agree with UNTHSC on the disposition of rights of the subject invention within 90 days after actual written notice, delivered pursuant to the notice provisions of this Agreement, then BOARD UNTHSC may file an such application at its own expense and LICENSEE will have no LICENSEE’s rights to such patent applicationinvention under this AGREEMENT shall terminate in their entirety. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD UNTHSC will provide LICENSEE with a copy of any patent the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information pursuant to this Section confidential. It is intended that LICENSEE will interact directly with the respective selected patent counsel in all phases of patent prosecution, such as preparation, office during action responses, filing strategies for continuation or divisional applications, and other related activities. UNTHSC will request that copies of all documents prepared by the selected patent counsel be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. At its discretion, UNTHSC may allow LICENSEE to instruct patent counsel directly, provided, that (a) UNTHSC will maintain final authority in all decisions regarding the prosecution thereofand maintenance of the PATENT RIGHTS, (b) UNTHSC may revoke this authorization to instruct patent counsel directly at any time, and (c) the patent counsel remains counsel to UNTHSC with appropriate contracts, engagement letters and/or conflict waivers in effect, as necessary. UNTHSC reserves in its discretion the ability to change patent counsel and to approve or disapprove any requested changes by LICENSEE.

Patents and Inventions. 14.1 If, If after consultation with LICENSEE, both PARTIES agree MOLECULIN believes that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER in the LICENSED TERRITORY, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining same. MOLECULIN agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and MOLECULIN. MOLECULIN will keep LICENSEE fully informed on a timely basis of all activity on the same filings related to the LICENSED SUBJECT MATTER in the countries listed in Exhibit 6 (LICENSED TERRITORY and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE with a copy of all applications and any patent application documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, as well as copies LICENSEE will timely provide MOLECULIN an initial draft and MOLECULIN will review, finalize and file such documents. If LICENSEE notifies MOLECULIN that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with MOLECULIN on the disposition of rights of the subject invention, then MOLECULIN may file such application at its own expense and LICENSEE’s rights to such invention under this AGREEMENT shall terminate in their entirety. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If MOLECULIN decides to cease the prosecution or maintenance of any documents received patent relating to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or filed maintenance of such patents, at LICENSEE’s sole expense. MOLECULIN and LICENSEE undertake to cooperate with each other with a view to acquire and effectively enforce the rights arising from patent protection of the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. Upon MOLECULIN’s request the LICENSEE will assist MOLECULIN in these types of activities performed also in territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the respective patent office during understanding that the prosecution thereofcost of these activities will be borne by MOLECULIN. MOLECULIN undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and effective application of the LICENSED SUBJECT MATTER.

Patents and Inventions. 14.1 If, 6.1 (a) If after consultation with LICENSEE, LICENSEE both PARTIES parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, then BOARD UTMDACC will prepare and file the appropriate patent application, using mutually agreed patent counselapplications, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if If LICENSEE notifies BOARD UTMDACC that it does not intend to pay the costs cost of filing a patent application in a country listed specific country, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention in Exhibit 6such country, then BOARD may UTMDACC may, but is not obligated to, file an such patent application at its own expense and LICENSEE will have no rights to such patent application. BOARD application in such country shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not cease to be unreasonably withheld; provided that if included in the PATENT RIGHTS under this AGREEMENT. UTMDACC will consult with and keep LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by fully informed of the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense status of any patent application and/or or patent included in directed to the PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD and will provide LICENSEE with a copy of any patent application applications for which LICENSEE has paid the cost of filing, as well as copies of any material documents received or filed during prosecution thereof, such as patent applications, office actions, Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the respective Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. and responses. UTMDACC will request that copies of all documents prepared by prosecution counsel for submission to governmental patent office during offices be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. UTMDACC shall consider comments made by LICENSEE regarding prosecution thereofof the PATENT RIGHTS in good faith, but shall not be required to implement them. UTMDACC will not knowingly abandon any patent application or patent for which LICENSEE is paying the costs of prosecution without reasonable notice to LICENSEE. If LICENSEE is not in default on any of its obligations under this AGREEMENT, UTMDACC shall consider in good faith any requests made by LICENSEE to continue prosecution, but the final decision to continue or abandon shall be in UTMDACC’s sole discretion. The parties agree that they share a common legal interest to get valid enforceable patents and that each party will maintain as privileged all information received pursuant to this Section 6.1. In addition, such information shall be considered to fall within the definition of “Confidential Information” as set forth in Section 11.1, last paragraph, whether or not marked “confidential."

Patents and Inventions. 14.1 If, after consultation with LICENSEE, both PARTIES agree that a with the written approval of UT SOUTHWESTERN, such approval will not be unreasonably withheld, shall have the right, but not the obligation, to designate patent application should be filed for LICENSED SUBJECT MATTERcounsel to prepare, then BOARD will prepare file, prosecute and file the appropriate maintain all patent application, using mutually agreed applications and patents included in PATENT RIGHTS. If LICENSEE declines to designate patent counsel, UT SOUTHWESTERN will designate patent counsel to prepare, file, prosecute and maintain all patent applications and patents included in PATENT RIGHTS. LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in be responsible for all costs related to searching, preparing, filing, prosecuting and maintaining all patent applications and patents included in PATENT RIGHTS and will directly pay designated patent counsel for all such costs. If, after consultation, both parties agree that additional patent applications should be filed for PATENT RIGHTS, LICENSEE will direct approved patent counsel to prepare and file the same in the countries listed in Exhibit 6 (appropriate applications and such other countries as applications will be included in PATENT RIGHTS (the parties mutually agree) and such application will be considered agree to timely amend Exhibit 1 in writing when new matter is added under PATENT RIGHTS). If LICENSEE shall reimburse does not intend to pay patent costs for PATENT RIGHTS, LICENSEE will notify UT SOUTHWESTERN at least 90 days prior to the deadline for such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if payment. If LICENSEE notifies BOARD UT SOUTHWESTERN that it does not intend to pay such costs, or if LICENSEE does not respond or make an effort to reach agreement on the costs disposition of filing a patent application rights in a country listed in Exhibit 6the subject invention, then BOARD UT SOUTHWESTERN may pay such costs or file an such application at its own expense and LICENSEE will have no further rights to such invention. All communications between LICENSEE and patent application. BOARD shall retain the right counsel regarding PATENT RIGHTS, including, but not limited to, patent applications, status reports, filing deadline notices, declarations, office actions and responses to select the attorney responsible for filingoffice actions, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject will be copied to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waiversand to BOARD. The PARTIES each All parties have the right to review and comment upon the wording of the specifications, claims and responses to office actions Office Actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense LICENSEE will instruct patent counsel to provide UT SOUTHWESTERN with copies of any all invoices providing detailed descriptions of all costs and expenses incurred by designated patent application and/or patent included counsel in connection with PATENT RIGHTS, then BOARD will consult with . LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE a copy evidence to UT SOUTHWESTERN of any patent application for which LICENSEE has paid the cost payment of filing, as well as copies such invoices within 60 days of any documents received or filed with the respective patent office during the prosecution LICENSEE’S receipt thereof.

Patents and Inventions. 14.1 If6.1 After the EFFECTIVE DATE, after consultation with LICENSEEthe exception of PATENT RIGHTS relating to the ARONEX PATENT, both PARTIES agree that Licensee will assume control and responsibility for the filing, prosecution and maintenance of the PATENT RIGHTS, including new applications and patent applications and patents existing as of the EFFECTIVE DATE. Should a new patent application should be filed for necessary to develop the LICENSED SUBJECT MATTERMATTER (other than LICENSED SUBJECT MATTER covered by the ARONEX PATENT), then BOARD LICENSEE will prepare and file the appropriate patent applicationapplications, using mutually agreed patent counselan attorney or agent of LICENSEE's choosing, subject to consent by UTMDACC, which consent shall not be unreasonably withheld, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERNpromptly notify UTMDACC if it does not intend to pursue any application or patent, provided that if including maintaining any existing patents. If LICENSEE notifies BOARD UTMDACC that it does not intend to pay pursue any application or patent, or if LICENSEE does not respond or make reasonable efforts to agree with UTMDACC on the costs disposition of filing rights of a patent application in a country listed in Exhibit 6subject invention, then BOARD UTMDACC may file an such application or pursue said patent at its own expense and LICENSEE will have no LICENSEE's rights to such patent applicationinvention under this AGREEMENT shall terminate in their entirety. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE UTMDACC with a copy of any patent application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any documents received or filed with the respective by or on behalf of LICENSEE during prosecution of any patents or patent office during applications covered by PATENT RIGHTS. The parties agree that they share a common legal interest to get valid enforceable patents and that UTMDACC and LICENSEE will keep all privileged information received pursuant to this Section confidential. UTMDACC agrees to provide all information in its possession (including but not limited to data, reports or memoranda) reasonably necessary to LICENSEE for the prosecution thereofof any current or future patent application related to the LICENSED SUBJECT MATTER. As between LICENSEE, BOARD and UTMDACC, BOARD and UTMDACC shall have full and complete control over filing, prosecution, maintenance and all other patenting matters relating to the ARONEX PATENT.

Patents and Inventions. 14.1 If, 6.1 If after consultation with LICENSEE, LICENSEE both PARTIES parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, then BOARD UTMDACC will prepare and file the appropriate patent application, using mutually agreed patent counselapplications, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if If LICENSEE notifies BOARD UTMDACC that it does not intend to pay the costs cost of filing a patent application in a country listed specific country, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention in Exhibit 6such country, then BOARD may UTMDACC may, but is not obligated to, file an such patent application at its own expense and LICENSEE will have no rights to such patent application. BOARD application in such country shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not cease to be unreasonably withheld; provided that if included in the PATENT RIGHTS under this AGREEMENT. UTMDACC will consult with and keep LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by fully informed of the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense status of any patent application and/or or patent included in directed to the PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD and will provide LICENSEE with a copy of any patent application applications for which LICENSEE has paid the cost of filing, as well as copies of any material documents received or filed with the respective patent office during the prosecution thereof, such as patent applications, office actions, and responses. UTMDACC will request that copies of all documents prepared by prosecution counsel for submission to governmental patent offices be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. UTMDACC shall consider comments made by LICENSEE regarding prosecution of the PATENT RIGHTS in good faith, but shall not be required to implement them UTMDACC will not knowingly abandon any patent application or patent for which LICENSEE is paying the costs of prosecution without reasonable notice to LICENSEE. If LICENSEE is not in default on any of its obligations under this AGREEMENT, UTMDACC shall consider in good faith any requests made by LICENSEE to continue prosecution, but the final decision to continue or abandon shall be in UTMDACC’s sole discretion The parties agree that they share a common legal interest to get valid enforceable patents and that each party will maintain as privileged all information received pursuant to this Section 6.1 In addition, such information shall be considered to fall within the definition of “Confidential Information” as set forth in Section 11.1, last paragraph, whether or not marked “confidential”.

Patents and Inventions. 14.1 If, If after consultation with LICENSEE, both PARTIES agree ANNAMED believes that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER in the LICENSED TERRITORY, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining same. ANNAMED agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and ANNAMED. ANNAMED will keep LICENSEE fully informed on a timely basis of all activity on the same filings related to the LICENSED SUBJECT MATTER in the countries listed in Exhibit 6 (LICENSED TERRITORY and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE with a copy of all applications and any patent application documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, as well as copies LICENSEE will timely provide ANNAMED an initial draft and ANNAMED will review, finalize and file such documents. If LICENSEE notifies ANNAMED that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with ANNAMED on the disposition of rights of the subject invention, then ANNAMED may file such application at its own expense and LICENSEE’S rights to such invention under this AGREEMENT shall terminate in their entirety. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If ANNAMED decides to cease the prosecution or maintenance of any documents received patent relating to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or filed maintenance of such patents, at LICENSEE’S sole expense. ANNAMED and LICENSEE undertake to cooperate with each other with a view to acquire and effectively enforce the rights arising from patent protection of the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. Upon ANNAMED’s request the LICENSEE will assist ANNAMED in these types of activities performed also in territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the respective patent office during understanding that the prosecution thereofcost of these activities will be borne by ANNAMED. ANNAMED undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and effective application of the LICENSED SUBJECT MATTER.

Patents and Inventions. 14.1 If, after consultation with LICENSEE, both PARTIES agree that a patent application should UT SOUTHWESTERN shall be filed responsible for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in searching, preparingpreparation, filing, prosecuting prosecution and maintaining the same maintenance of all patent applications and patents included in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered COAGULATION PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days UT SOUTHWESTERN for all reasonable attorneys' fees (i) incurred by UT SOUTHWESTERN subsequent to the EFFECTIVE DATE, or (ii) incurred by UT SOUTHWESTERN prior to the EFFECTIVE DATE and for which invoices have been submitted to LICENSEE in connection with the preparation, filing and maintenance of delivery of an invoice from all patent applications and patents included in COAGULATION PATENT RIGHTS; PROVIDED that patent counsel selected by UT SOUTHWESTERNSOUTHWESTERN is reasonably acceptable to LICENSEE. Subsequent to the EFFECTIVE DATE, provided that if UT SOUTHWESTERN shall consult with LICENSEE notifies BOARD that it does not intend as to pay the costs of filing a patent application in a country listed in Exhibit 6preparation, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any all such patent applications and patents based in accordance with the procedures set forth on technology invented at UT SOUTHWESTERNEXHIBIT A hereto and incorporated herein by reference, subject and shall furnish to LICENSEE’S approval, not LICENSEE copies of documents relevant to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecutionprosecution or maintenance, including without limitation invoices providing detailed descriptions of all costs and expenses incurred by UT SOUTHWESTERN's patent counsel in connection therewith, sufficiently prior to filing such documents or defense making any payment due thereunder to allow for review and comment by LICENSEE. If, at any time, LICENSEE shall elect not to pay the expenses of any patent application and/or or patent included in COAGULATION PATENT RIGHTS, then BOARD will consult LICENSEE shall so notify UT SOUTHWESTERN within thirty (30) days of such consultation and shall thereby surrender its rights under such patent application or patent; PROVIDED, HOWEVER, that LICENSEE shall remain obligated to reimburse UT SOUTHWESTERN for any costs incurred with LICENSEE respect to determine a mutually acceptable course of action such patent application or patents prior to incurring such expenditures. BOARD will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereofsaid election.

Patents and Inventions. 14.1 If6.1 After the EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after consultation with LICENSEE, both PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD the EFFECTIVE DATE and any patents granted pursuant thereto or divided out therefrom and LICENSEE will prepare and file the appropriate patent applicationapplications, using mutually agreed patent counselan attorney or agent of LICENSEE’s choosing, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in of searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTSsame. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, promptly provide LICENSOR with any required waivers. The PARTIES each have the right to review and comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any correspondence and documents received or filed with the respective by or on behalf of LICENSEE during filing, prosecution CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. and/or maintenance of any such patent office during applications and patents including but not limited to all correspondence received from or sent to any patent offices relating (whether in whole or in part) to PATENT RIGHTS . LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or memoranda) necessary to LICENSEE for the prosecution thereofof any current patent application comprised in PATENT RIGHTS.