Common use of Domestic and Foreign Patent Filing and Maintenance Clause in Contracts

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “PATENT EXPENSES”) within one year of execution of this Agreement. All PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s receipt of an invoice from UNIVERSITY. 7.02 UNIVERSITY shall be solely responsible for the preparation, filing, prosecution and maintenance of any and all U.S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon by UNIVERSITY and LICENSEE. UNIVERSITY shall first consult with LICENSEE as to the preparation, filing, prosecution, and maintenance of such patent applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance. 7.03 If LICENSEE elects not to continue paying future PATENT EXPENSES, LICENSEE shall notify UNIVERSITY immediately in writing, but in no event less than sixty (60) days prior to any deadline which should or must be met in order to maintain the patent or patent application in force (a “deadline” includes a date by which an action must be taken to avoid payment of a late fee). Such notice by LICENSEE shall constitute a waiver of and relinquishment of all of LICENSEE’s rights under this Agreement related to such patent or patent application.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “PATENT EXPENSES”) within one year of execution of this Agreement. All and for all such future PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. To enable payment of such expenses, UNIVERSITY shall report to LICENSEE any and all payments already made as of the date of this agreement (listed in Exhibit B) for the preparation, filing, prosecution and maintenance of PATENT RIGHTS related to those listed in Appendix A and on a monthly basis, the current unpaid balance of such expenses, in such detail, so that LICENSEE can verify the accuracy of such report, including copies of invoices from counsel related to the same, such reimbursement shall be made within thirty (30) days of the end of each Calendar Year at a rate of $50,000 per Calendar Year until the balance of such expenses is zero. The initial reimbursement by LICENSEE for Patent Rights and Expenses incurred by the University shall be due June 30, 2010. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment due under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s receipt the end of an invoice from UNIVERSITYeach calendar year. 7.02 UNIVERSITY shall be solely responsible for the preparation, filing, prosecution and maintenance of any and all U.S. U. S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon by UNIVERSITY and LICENSEE. UNIVERSITY shall first consult with LICENSEE as to the preparation, filing, prosecution, and maintenance of such patent applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance. 7.03 If LICENSEE elects not to continue paying future PATENT EXPENSES, for a patent within the PATENT RIGHTS, LICENSEE shall notify UNIVERSITY immediately in writing, but in no event and, provided UNIVERSITY provides written notice to LICENSEE more than ninety (90) days before any deadline for such patent(s), such notice by LICENSEE shall be not less than sixty (60) days prior to any deadline which should or must be met in order to maintain the patent or patent application in force (a “deadline” includes a date by which an action must be taken to avoid payment of a late fee). Such notice by LICENSEE shall constitute a waiver of and relinquishment of all of LICENSEE’s rights under this Agreement related to such patent or patent application.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE A. Upon execution of this Agreement, Company shall reimburse UNIVERSITY University for all out-of-pocket expenses UNIVERSITY University has previously incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “PATENT EXPENSES”) within one year Patent Rights, which expenses are [ * ] as of execution of this Agreementthe billing period through [ * ]. All PATENT EXPENSES UNIVERSITY Subject to Section IX.C, Company shall reimburse University for all such future expenses University incurs during after the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY billing period through [ * ] within thirty (30) days from LICENSEEof Company’s receipt of an invoice from UNIVERSITY. 7.02 UNIVERSITY University’s invoices for such future expenses. University shall be solely responsible take responsibility for the preparation, filing, prosecution and maintenance of any and all U.S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon by UNIVERSITY and LICENSEE. UNIVERSITY Patent Rights, provided, however, that University shall first consult with LICENSEE Company as to the preparation, filing, prosecution, prosecution and maintenance of such patent applications and patents and shall furnish to LICENSEE Company copies of documents relevant to any such preparation, filing, prosecution or maintenance. 7.03 If LICENSEE . In the event that University elects not to continue paying future PATENT EXPENSESfile, LICENSEE prosecute or maintain any patent applications or patents within Patent Rights, Company shall have the right to do so at its own expense, and University shall cooperate with Company and execute any documents reasonably required by Company in order to perform such activities. B. University and Company shall cooperate fully in the preparation, filing, prosecution and maintenance of Patent Rights and of all patents and patent applications licensed to Company hereunder, executing all papers and instruments or requiring members of University to execute such papers and instruments so as to enable University to apply for, to prosecute and to maintain patent applications and patents in University’s 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 such patent applications or patents. C. Subject to the provisions of Section IX.E, if Company elects to no longer pay the patent expenses of a patent application or patent included within Patent Rights in a particular country, Company shall notify UNIVERSITY immediately in writing, but in no event University not less than sixty (60) [ * ] days prior to any deadline which should or must be met in order to maintain the effective date of Company’s election, and shall thereby surrender its rights under such patent or patent application in force such country, and Company’s rights, privileges and licenses with respect solely to the country for which Company has not or will not pay patent expenses under this Agreement shall terminate on the effective date of the notice. University acknowledges that Company’s election to no longer pay patent expenses pursuant to this Section IX.C shall not be a breach of this Agreement. [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. D. University agrees to cancel [ * ] from the ‘340 Application and immediately file a continuation application which includes [ * ]. The parties shall collaborate in order to draft an Information Disclosure Statement for submission by University to the United States Patent and Trademark Office in connection with the continuation application, subject to Company’s review and approval, which shall not be unreasonably withheld. Company acknowledges that University cannot compel a submission by a third party. E. If Company, Roche, any Roche Affiliate or any licensor of Company as of the Effective Date with respect to [ * ] is awarded a United States patent having [ * ] Species Claim(s), and Company notifies University in writing that Company desires University to cancel its [ * ] Species Claim(s), then University may elect not to cancel such claims and continue to prosecute, seek or maintain such claims, but at its own expense. In such event, notwithstanding Section IX.C, Company’s license rights and obligations with respect to such claims (a “deadline” includes a date by which an action must be taken other than the obligation to avoid payment of a late fee). Such notice by LICENSEE pay University’s expenses in prosecuting, seeking or maintaining such claims) shall constitute a waiver of and relinquishment of all of LICENSEEremain in effect, as well as Company’s rights under this Agreement related Sections IX.A and IX.B with respect to the preparation, filing, prosecution and maintenance of such patent claims. In the event an interference or other proceeding involving a determination of priority of invention is declared between a University application or patent applicationand another application or patent having [ * ] Species Claim(s), then University shall be obligated to use best efforts to settle such interference with such other party as promptly as possible. Any such settlement shall not be entered into without the written permission of Company. Company shall be responsible for all of University’s costs attendant to any interference proceeding, except that if Company notifies University in writing that Company is not interested in having the interference proceedings continued, University may elect to continue with such proceeding, but at its own expense. In such event, notwithstanding Section IX.C, Company’s license rights and obligations (other than the obligation to pay University’s expenses in continuing such proceeding) shall remain in effect.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “"PATENT EXPENSES”") within one year of execution of this Agreement. All PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s XXXXXXXX's receipt of an invoice from UNIVERSITY. 7.02 UNIVERSITY shall be solely responsible for the preparation, filing, prosecution and maintenance of any and all U.S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon by UNIVERSITY and LICENSEE. UNIVERSITY shall first consult with LICENSEE as to the preparation, filing, prosecution, and maintenance of such patent applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance. 7.03 If LICENSEE elects not to continue paying future PATENT EXPENSES, LICENSEE shall notify UNIVERSITY immediately in writing, but in no event less than sixty (60) days prior to any deadline which should or must be met in order to maintain the patent or patent application in force (a “"deadline” " includes a date by which an action must be taken to avoid payment of a late fee). Such notice by LICENSEE shall constitute shallconstitute a waiver of and relinquishment of all of LICENSEE’s 's rights under this Agreement related to such patent or patent application.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior 7.1 Licensee Prosecution (a) Owners grant Licensee the right to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “PATENT EXPENSES”) within one year of execution of this Agreement. All PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s receipt of an invoice from UNIVERSITY. 7.02 UNIVERSITY shall be solely responsible for the preparation, filing, prosecution and maintenance of any and all U.S. Patent Rights in the Field in the Territory (as such terms are defined herein). Licensee agrees to prosecute and maintain at Licensee’s expense the patent applications listed under Appendix A. Licensee further agrees to file at Licensee’s expense any additional continuation or divisional application(s) required to retain all embodiments of Patent Rights contained in said patent applications. Licensee agrees not to abandon or otherwise undermine prosecution of any Patent Rights without the prior written approval of the Foundation. If UTMDACC or Foundation has reasonable concerns regarding the quality of the legal representation provided by Licensee in connection with the prosecution of the Patent Rights, then (i) Foundation or UTMDACC shall give Licensee written notice to terminate its prosecution of Patent Rights, (ii) UTMDACC and Foundation will appoint new legal counsel to prosecute Patent Rights that is reasonably acceptable to Licensee, and (iii) Licensee will pay for the cost of filing, preparation, prosecution, and maintenance of Patent Rights. (b) Licensee shall consult with the Foundation as to the preparation, filing, prosecution and maintenance of the Patent Rights, and agrees to keep the Foundation promptly and fully informed of the course of patent prosecution of the Patent Rights by providing the Foundation with copies of all documents relevant to any such preparation, filing, prosecution, or maintenance, including but not limited to substantive communications and notices, search reports, third party observations submitted to or received from patent offices throughout the Territory, foreign patent applications applications, Office Actions and patents included Examination Reports from patent offices, and proposed draft responses. The Foundation shall have the right to review all such documents, prior to their submission, and may offer recommendations to Licensee to amend such contemplated preparation, filing, prosecution, or maintenance, and provide a list of the countries where the Foundation desires Licensee to file patent applications. Licensee will make a reasonable effort to implement such Foundation recommendations, provided the Foundation recommendations are acceptable to outside patent counsel and are received in PATENT RIGHTS mutually agreed upon sufficient time to meet any pertinent deadlines. The Foundation shall provide such patent consultation to Licensee at no cost to Licensee. (c) In the event the Licensee elects not to, or fails to, continue prosecution, in whole or in part, of any Patent Rights in any particular country or countries, the Foundation shall have the right (but not the obligation) at its own expense to undertake the prosecution and maintenance of the Patent Rights. The Licensee shall notify the Foundation in writing of any election not to pursue the prosecution or maintenance of any Patent Rights at least sixty (60) days prior to any applicable deadline or loss of rights. Licensee shall have an obligation to pay a royalty on Net Sales of Licensed Products or Licensed Processes in any country in which Licensee discontinued prosecuting or abandoned Patent Rights. In addition, Licensee shall reimburse Foundation for all patent prosecution expenses that Foundation reasonably incurs pursuant to its election to prosecute Patent Rights under this Section 7.1(c) in any country in which Licensee has Net Sales. (d) Foundation shall provide reasonable efforts to aid Licensee in obtaining signatures or inventor assistance as necessary to further prosecution and to secure the full protection and ownership of all rights in and to the Licensed Products and the Licensed Processes, but Licensee acknowledges that inventors include employees of the U.S. Government and other individuals, none of whom are employed by UNIVERSITY the Foundation. Licensee further acknowledges that, as of the Effective Date, none of the inventors listed on Appendix A are employees of System, Board, or UTMDACC. 7.2 After execution of this Agreement and LICENSEE. UNIVERSITY within thirty (30) days of the Foundation’s submission of an invoice, Licensee shall first consult with LICENSEE as reimburse the Foundation for up to [***] of all third party expenses the Owners have incurred and paid prior to the Effective Date for the preparation, filing, prosecution, and maintenance of Patent Rights. If expenses are incurred by Foundation after the Effective Date that are reimbursable by Licensee under the terms hereof, the Licensee shall reimburse the Foundation for all such patent applications future third party expenses within thirty (30) days after Licensee’s receipt of invoices from the Foundation. Payment of these invoices that is made more than the number of days specified above after submission shall be considered late and patents subject to interest charges of one and one-half percent (1-1/2%) per month. 7.3 The Foundation and Licensee shall furnish to LICENSEE copies of documents relevant to any such cooperate fully in the preparation, filing, prosecution and maintenance of Patent Rights licensed to Licensee hereunder, executing all papers and instruments or maintenancerequiring employees or agents to execute such papers and instruments so as to enable the Foundation or Licensee to apply for, to prosecute, and to maintain patent applications and patents in the Foundation’s name in any country. Each Party shall provide to the other prompt notice as to all matters that come to its attention and that may affect the preparation, filing, prosecution, or maintenance of any such patent applications or patents; provided however, that with respect to Board and UTMDACC, such obligation shall be limited to matters that come to the attention of UTMDACC’s Office of Technology Commercialization. 7.03 If LICENSEE elects not 7.4 Licensee may elect to continue paying future PATENT EXPENSES, LICENSEE shall notify UNIVERSITY immediately surrender its Patent Rights in writing, but in no event less than any country upon sixty (60) days prior written notice to any deadline which should or must be met in order to maintain the patent or patent application in force (a “deadline” includes a date by which an action must be taken to avoid payment of a late fee)Foundation. Such notice by LICENSEE shall constitute not relieve Licensee from responsibility for Patent Right-related expenses incurred prior to the expiration of the sixty (60)-day notice period (or such longer period specified in Licensee’s notice). 7.5 The Parties agree that they share a waiver of common legal interest to get valid enforceable patents and relinquishment of will keep all of LICENSEE’s rights under privileged information received pursuant to this Agreement related to such patent or patent applicationArticle confidential.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “"PATENT EXPENSES”") within one year of execution of this Agreement. All PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s 's receipt of an invoice from UNIVERSITY.. 04UMC007 UM- Organovo License final 7.02 UNIVERSITY shall be solely responsible for the preparation, filing, prosecution and maintenance of any and all U.S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon by UNIVERSITY and LICENSEE. UNIVERSITY shall first consult with LICENSEE as to the preparation, filing, prosecution, and maintenance of such patent applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance. 7.03 If LICENSEE elects not to continue paying future PATENT EXPENSES, LICENSEE shall notify UNIVERSITY immediately in writing, but in no event less than sixty (60) days prior to any deadline which should or must be met in order to maintain the patent or patent application in force (a “"deadline” " includes a date by which an action must be taken to avoid payment of a late fee). Such notice by LICENSEE shall constitute a waiver of and relinquishment of all of LICENSEE’s 's rights under this Agreement related to such patent or patent application.

Domestic and Foreign Patent Filing and Maintenance. 7.01 LICENSEE 6.1 LICENSOR shall reimburse UNIVERSITY for all out-of-pocket expenses UNIVERSITY has incurred prior to the execution of this Agreement for the preparation, filing, prosecution and maintenance of PATENT RIGHTS (hereinafter “PATENT EXPENSES”) within one year of execution of this Agreement. All PATENT EXPENSES UNIVERSITY incurs during the first year following the execution of this Agreement shall be reimbursed by LICENSEE within two (2) years following the execution of this agreement. PATENT EXPENSES incurred by UNIVERSITY beginning in the second year following execution of this agreement shall be reimbursed by LICNESEE on an ongoing basis following receipt of invoice by UNIVERSITY for such PATENT EXPENSES. All reimbursements for PATENT EXPENSES shall be received as a separate payment apart from any royalties or other revenues owed UNIVERSITY. Late payment of invoices of PATENT EXPENSES received by LICENSEE from UNIVERSITY shall be subject to interest charges of one and one-half percent (1 1/2%) per month. A payment under this Section 7.01 is considered late if payment is not received by UNIVERSITY within thirty (30) days from LICENSEE’s receipt of an invoice from UNIVERSITY. 7.02 UNIVERSITY shall be solely responsible take responsibility for the preparation, filing, prosecution and maintenance of any and all U.S. and foreign patent applications and patents included in PATENT RIGHTS mutually agreed upon Patent Rights and shall use his best efforts to promptly procure the broadest possible patents in the U.S. and in all countries designated by UNIVERSITY and LICENSEE. UNIVERSITY LICENSEE pursuant to Section 6.2; provided however that LICENSOR shall first consult with LICENSEE as to the preparation, filing, prosecution, prosecution and maintenance of such patent applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance. LICENSOR and LICENSEE shall jointly agree on patent counsel to prepare, file, prosecute and maintain such patents and patent applications which shall be, in the absence of an agreement to the contrary, the law firm of Xxxxxx & Xxxxxxx in new York, New York. 7.03 If LICENSEE elects not to continue paying future PATENT EXPENSES6.2 Without limiting the provisions of Section 6.1, LICENSOR and LICENSEE shall notify UNIVERSITY immediately cooperate fully in writingthe preparation, but filing, prosecution and maintenance of the Patent Rights including without limitation, the execution of all papers and instruments necessary or desirable to enable LICENSOR to apply for, to prosecute and to maintain patent applications and patents in no event less than LICENSOR's 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 such patent applications or patents. Either party may give notice to the other of any foreign country in which such party wishes to seek patent protection for all or any part of the Patent Rights. In the case of such a designation by LICENSEE (and the provision of reasonable assurance of payment by it of the expenses to be incurred) LICENSOR may not refuse to seek such patent protection in the country so designated. 6.3 LICENSEE shall reimburse LICENSOR for all reasonable out-of-pocket expenses LICENSOR may incur during the term of this Agreement for the preparation, filing, prosecution and maintenance of the Patent Rights in accordance with Sections 6.1 and 6.2 hereof unless, after providing written notice to LICENSEE, LICENSOR is notified in writing by LICENSEE in. advance of any such action that such action should not be taken. LICENSOR shall submit a written request to LICENSEE for such reimbursement. LICENSEE shall reimburse LICENSOR for all such reasonable expenses within sixty (60) days prior to any deadline which should or must be met in order to maintain the patent or patent application in force (a “deadline” includes a date by which an action must be taken to avoid payment of a late fee). Such notice by LICENSEE shall constitute a waiver receipt of and relinquishment of all of LICENSEE’s rights under this Agreement related to such patent or patent applicationLICENSOR's request therefor.