Common use of Failure to Reimburse Clause in Contracts

Failure to Reimburse. Licensee may elect not to reimburse WUSTL for amounts due under Section 9.2 in respect to one or more Patent Rights patent and/or applications on a country-by -country basis only by giving WUSTL notice of such election at least [***] ([***]) days before the date on which the applicable cost or expense is to be incurred by WUSTL (each an “Election Notice”). For purposes of this Section 9.3, a cost or expense shall be deemed to be incurred by WUSTL on the earlier of (a) the date WUSTL actually pays the cost or expense, or (b) the date WUSTL becomes obligated to pay the cost or expense (which, for example, shall be the date WUSTL engages a third party to perform any service which gives rise to any such cost or expense). Any such Election Notice shall specify the Patent Rights patents and/or applications and the country of application to which such Election Notice relates. [***] = Certain Confidential Information Omitted In the event any Election Notice is given by Licensee, (x) the term “Patent Rights” shall be modified to exclude, as applicable, the Patent Rights patents and/or applications set forth in such notice, (y) the term “Technical Information” shall be modified to exclude any research and development information, unpatented inventions, know-how, data, methods, and technical data and information no longer necessary for the exploitation of the license granted to the remaining Patent Rights, and (z) the term “Tangible Research Property” shall be modified to exclude any and all research tools and other personal property that WUSTL may have provided to Licensee that is no longer necessary for the exploitation of the license granted to the remaining Patent Rights, in each instance as of the date the Election Notice is given. Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, the license to the elected Patent Rights, the applicable Technical Information and the applicable Tangible Research Property granted to Licensee under Sections 2.1, 2.2 and 2.3 above shall terminate, and WUSTL shall be free, without any further obligation to Licensee whatsoever, to abandon the applications or patents subject to the notice, or to continue prosecution or maintenance, for WUSTL’s sole use and benefit, at WUSTL’s option. Licensee agrees to deliver to WUSTL, along with any Election Notice, all former Technical Information and former Tangible Research Property to which such Election Notice relates. For the avoidance of doubt, WUSTL will not refund any amounts paid under Section 9.2 to WUSTL prior to WUSTL’s receipt of an Election Notice.

Failure to Reimburse. Licensee may elect If a Party elects not to reimburse WUSTL the other Party for amounts due under Section 9.2 in respect to one or more Patent Rights patent and/or applications on a country-by -country basis only by giving WUSTL notice of such election at least [***] percent ([***]%) days before of the date on which costs and expenses of preparation, filing, prosecution and maintenance of a Patent application or Patent within the applicable cost Combined Therapy Patent Rights in a given country, the non-reimbursed Party shall have the right, but not an obligation, to prepare, file, prosecute or expense is to be incurred by WUSTL (each an “Election Notice”). For purposes of this Section 9.3, a cost maintain such Patent application or expense shall be deemed to be incurred by WUSTL on the earlier of (a) the date WUSTL actually pays the cost or Patent in such country in its own name and at its own expense, with the prior written consent of the other Party (which shall not be unreasonably withheld) and the other Party shall promptly assign, without additional consideration, all of its rights, title and interest to the Patent application or (b) Patent in said country and any inventions covered by such Patent application or Patent to the date WUSTL becomes obligated non-reimbursed Party if the non-reimbursed Party wishes to pay the cost prepare, file, prosecute or expense (whichmaintain said Patent application or Patent. After giving effect to such assignment, for example, such assigned invention and any corresponding Combined Therapy Patent Rights thereto shall be the date WUSTL engages treated as a third party to perform any service which gives rise to any such cost or expense). Any such Election Notice shall specify the BioXcel Independent Patent Rights patents and/or or Nektar Independent Patent Rights, as applicable. The Party who does not wish to prepare, file, prosecute or maintain a Patent application or Patent within the Combined Therapy Patent in any country shall assist in the timely provision of all documents required under national provisions to register said assignment of rights with the corresponding national authorities at the sole expense of the Party who wished to prepare, file, prosecute or maintain such Patent application or Patent in that given country. Nektar shall have the right to disclose to BMS, subject to the confidentiality provisions of the SCA governing disclosures of Nektar confidential information to BMS, applications for Patents, amendments thereto, assignment-related documents and other related correspondence to and from Patent offices contemplated by this subsection (ii) to the country extent necessary to comply with Nektar’s obligations under the SCA, provided that Nektar shall not disclose any confidential information of application the CPI Compound supplier in connection therewith (to which such Election Notice relates. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***] = Certain Confidential Information Omitted In ]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. be clear, nothing in the event foregoing proviso shall prohibit Nektar from disclosing the Combined Therapy Study Data to BMS on the terms provided herein); and provided further, that Nektar remains liable to BioXcel for any Election Notice is given breach by Licensee, (x) the term “Patent Rights” shall be modified to exclude, as applicable, the Patent Rights patents and/or applications set forth in BMS of such notice, (y) the term “Technical Information” shall be modified to exclude any research and development information, unpatented inventions, know-how, data, methods, and technical data and information no longer necessary for the exploitation of the license granted to the remaining Patent Rights, and (z) the term “Tangible Research Property” shall be modified to exclude any and all research tools and other personal property that WUSTL may have provided to Licensee that is no longer necessary for the exploitation of the license granted to the remaining Patent Rights, in each instance as of the date the Election Notice is given. Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, the license to the elected Patent Rights, the applicable Technical Information and the applicable Tangible Research Property granted to Licensee under Sections 2.1, 2.2 and 2.3 above shall terminate, and WUSTL shall be free, without any further obligation to Licensee whatsoever, to abandon the applications or patents subject to the notice, or to continue prosecution or maintenance, for WUSTL’s sole use and benefit, at WUSTL’s option. Licensee agrees to deliver to WUSTL, along with any Election Notice, all former Technical Information and former Tangible Research Property to which such Election Notice relates. For the avoidance of doubt, WUSTL will not refund any amounts paid under Section 9.2 to WUSTL prior to WUSTL’s receipt of an Election Noticeconfidentiality provisions.

Failure to Reimburse. Licensee may elect not to reimburse WUSTL WU for amounts due under Section 9.2 in respect to one or more Patent Rights patent and/or applications on a country-by -country basis only by giving WUSTL WU notice of such election at least [***] ninety ([***]90) days before the date on which the applicable cost or expense is to be incurred by WUSTL WU (each an “Election Notice”). For purposes of this Section 9.3, a cost or expense shall be deemed to be incurred by WUSTL WU on the earlier of (a) the date WUSTL WU actually pays the cost or expense, or (b) the date WUSTL WU becomes obligated to pay the cost or expense (which, for example, shall be the date WUSTL WU engages a third party to perform any the service which gives rise to a commitment to pay any such cost or expense). Any such Election Notice shall specify the Patent Rights patents and/or applications and the country of application to which such Election Notice relatesrelates (“Excluded Patent Rights”). [***] = Certain Confidential Information Omitted In the event any Election Notice is given by Licensee, (x) the term “Patent Rights” shall be modified to exclude, as applicable, the exclude such Excluded Patent Rights patents and/or applications set forth in such noticeRights, (y) the ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 term “Technical Information” shall be modified to exclude any research and development information, unpatented inventions, know-how, data, methods, and technical data and information no longer necessary for the exploitation of the license granted that relate solely to the remaining Excluded Patent RightsRights (“Excluded Technical Information”), and (z) the term “Tangible Research Property” shall be modified to exclude any and all tangible research tools and other tangible personal property that WUSTL WU may have provided to Licensee that is no longer necessary for the exploitation of the license granted relate solely to the remaining Excluded Patent RightsRights (“Excluded Tangible Research Property”), in each instance as of the date the Election Notice is given. Accordingly, and for the avoidance of doubt, as of the date the Election Notice is given, the license to the elected Excluded Patent Rights, the applicable Excluded Technical Information and the applicable Excluded Tangible Research Property granted to Licensee under Sections 2.1, 2.2 and 2.3 above shall terminate, and WUSTL WU shall be free, without any further obligation to Licensee whatsoever, to abandon the applications or patents subject to the noticeElection Notice, or to continue prosecution or maintenance, for WUSTLWU’s sole use and benefit, including a license to unrelated Third Parties, at WUSTLWU’s optionoption and sole cost and expense. Licensee agrees to deliver to WUSTLWU, along with any Election Notice, all former Excluded Technical Information and former Excluded Tangible Research Property to which such Election Notice relates. For the avoidance of doubt, WUSTL WU will not refund any amounts paid under Section 9.2 to WUSTL WU prior to WUSTLWU’s receipt of an Election Notice.