Common use of Improvements Clause in Contracts

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each party PARTY shall notify disclose to the other party promptly of any sole or joint inventions directed PARTY its IMPROVEMENTS to Improvements SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for patent applications WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and patents relating commercialize said jointly owned IMPROVEMENT. Any rights granted to Improvements invented solely a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by LicensorWVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the disclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the provisions PARTIES shall agree on the scope of Section 8.1.1 shall apply. (c) Following expiration or termination of this AgreementIMPROVEMENTS to be licensed, Licensor shall where patent protection will be solely responsiblesought for each IMPROVEMENT, at its sole discretion and expense, which PARTY will serve as the lead for preparingall matters and cost related to the preparation, filing, prosecuting defense, and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventionsthe IMPROVEMENT. In the event the PARTIES fail to reach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, then (i) Licensor COMPANY’S rights under this first option shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities expire with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applicationsIMPROVEMENT(S) at issue. The party electing to continue such activities shall WVU NEGOTIATION PERIOD may be solely responsible for all costs relating to such activitiesextended in good faith upon written mutual agreement of both WVURC and COMPANY.

Improvements. Section 5.01 During the period commencing on the Effective Date and ending on the Spin-Off Date, Licensor shall provide written notice to Licensee (“Improvement Notice”) promptly after the filing date or, where applicable, the effective date of any assignment or transfer to Licensor, of any relevant Improvement Patents. The Improvement Notice shall include a copy of the relevant patent application and such other details of the Improvement as would reasonably be necessary to effectively evaluate the Improvement. Section 5.02 If Licensee wishes to include any Improvement Patents identified in an Improvement Notice as a Licensed Patent under this License Agreement, Licensee shall provide written notice to Licensor specifying the particular Improvement Patents that Licensee wishes to include as a Licensed Patent no later than thirty (30) days after the Spin-off Date. Immediately upon Licensee’s notice to Licensor, each Improvement Patent identified by Licensee in the notice will be a Licensed Patent under this License Agreement. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all All right, title and interest in and to any Improvement conceived, made or reduced to practice by Licensee solely invented during the Term of this License Agreement, and all of Licensee’s patents and patent applications claiming its Improvements shall: (i) remain the sole and Licensor shall own all exclusive property of Licensee; and (ii) not be licensed to Licensor, unless the parties otherwise specifically agree in writing. (b) All right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed any Improvement conceived, made, or reduced to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented practice solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During during the term Term of this License Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and all of Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such ’s patents and patent applications claiming its Improvements shall: (i) remain the sole and exclusive property of Licensor; (ii) if first conceived, made, or reduced to Licensorpractice, within the period commencing on the Effective Date and ending on the Spin-off Date, such Improvements shall be subject to Section 5.01 and Section 5.02; and (iii) if first conceived, made, or reduced to practice, after the Spin-off Date, such patents and patent applications Improvements shall no longer not be subject licensed to this Agreement. (e) Following expiration or termination of this AgreementLicensee, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, unless the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining otherwise specifically agree in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitieswriting.

Improvements. 10.1 All IMPROVEMENTS to PRODUCTS that are developed, owned, or acquired (awith the right to license) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements by LICENSOR shall be jointly assigned promptly identified to and owned by Licensee and Licensor, and LICENSEE. LICENSEE shall have the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsibleright, at its sole discretion and expenseelection, for preparingto include such IMPROVEMENTS in PRODUCTS at the then current royalty rate. Upon request of LICENSEE, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings LICENSOR shall promptly provide all relevant information relating to such patent applications IMPROVEMENTS to LICENSEE including providing technical assistance and patentsregulatory assistance to LICENSEE as provided for in Article 5. (d) During the term of this Agreement10.2 LICENSOR shall promptly notify LICENSEE in writing whenever LICENSOR shall have developed new products, Licensee shall be responsiblehowever, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor [*] shall have the right to assume perform preliminary studies and file for a United States patent application on the full responsibility new product at his expense before LICENSOR is required to disclose the new product to LICENSEE. LICENSEE shall have ninety (90) days from the date of such notice to inform LICENSOR of its desire to license such product under reasonable terms and conditions to be mutually agreed upon. If LICENSEE and LICENSOR are unable to agree on suitable terms and conditions for such license within ninety (90) days from the prosecution end of such first ninety-day period, LICENSOR shall be free to negotiate with third parties. However, prior to executing a license with any third party on terms more favorable than those last offered to LICENSEE for such products, LICENSEE shall have the right to license such Products under the same terms and conditions to the terms and conditions LICENSOR would have granted to such third party. All disclosures of new information and products under this Section 10.2 shall be under suitable terms of confidentiality and a separate non-disclosure agreement shall be executed by the parties for each such new product. 10.3 Exhibit A-2 is a list of pending patent applications on current new products which LICENSOR is providing to LICENSEE for review. With respect to the patent applications listed on Exhibit A-2 only, LICENSEE shall have the earlier of ninety (90) days from the issuance of the United States patent or one hundred fifty (150) days from the execution of this Agreement to inform LICENSOR of its desire to include such patent applications or patents in the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreementlicense granted herein with running royalty payments as provided for in Section 3. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly 6.1 Licensee will timely inform Licensor, in writing, of any sole improvements, changes, advances and/or modifications to the Licensed Products or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and LicensorLicensed Technology, and the rights of purpose(s) therefor, made by Licensee. Any and all such improvements, changes, advances and/or modifications to the parties with respect thereto Licensed Products or Licensed Technology made by Licensee ("Licensee Improvements") shall be determined according co-owned equally by Licensor and Licensee. Licensee may, at its own expense, file US and foreign patent applications to patent the laws of the countries Licensee Improvements and shall assign a 50% ownership interest in which such all US and foreign patent applications and patents are held. for the Licensee Improvements to Licensor. In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇ is a contributing inventor (bco-inventor) During of any claimed inventions in such US and foreign patent applications, the term parties agree that ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as the first inventor in such patent application, including in all legal documents relating to these patent applications filed by the Licensee; unless such claims comprise less than 25% of all claims made in the application, in which case he will be provided in second position. Licensee will have exclusive rights to use any Licensee Improvements for stationary W2P and WHR Applications, and shall continue to pay Royalties to Licensor per Addendum A. Licensor shall have a royalty-free right to use the patented and non-patented Licensee Improvements for all applications with the exception of stationary W2P and WHR Applications. In the instance of a bankruptcy or other liquidation by either Licensee or Licensor, then the bankrupt party’s 50% ownership of the Licensee Improvements will automatically vest back to the other non-bankrupt party, who shall thereafter own 100% of such Licensee Improvements. A Licensee Improvement is defined as a refinement, optimization or other modification to the core methods and approaches to the Cyclone Engines devised by Cyclone. Further, a Licensee Improvement is built on an already existing or future Patent claim by Cyclone, but makes such claim better in any manner. WHE may file a new patent application covering any improvements to the WHE-DR engine design that WHE is working on as of the date of this Agreement. This new patent filing will be owned 50:50 by Cyclone and WHE as a Licensee Improvement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsiblecovered in the definition of the Licensed Technology in this Agreement (meaning, at its sole discretion Royalties will be payable on the sale of engines using this Generation 1 design and expense, for preparing, filing, prosecuting and maintaining all Licensee Improvements thereto). ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be named as “first inventor” in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to any such patent applications and patents. (d) During application filed by WHE for the term of WHE-DR engine as set forth in this Agreement, paragraph. Licensee shall be responsibleresponsible for costs of patent filings and maintenance for such Licensee Improvements in the US and also internationally where Licensee choses to file. If Licensee fails to maintain issued patents on such Licensee Improvements in the US (subject to allowable cure periods under US patent law), in its then Licensor may assume 100% ownership of such Licensee Improvements if Licensor pays for such maintenance fees; however, such Licensee Improvements will still be covered under this Agreement. 6.2 Licensor have and will continue to have sole and absolute discretion to make decisions with respect to the procurement and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications for the Licensed Technology, except as provided in Section 6.1 above, including the right to abandon any such patent application, provided the abandonment does not materially harm the business or operations of Licensee. Licensor, and (iii) such ’s abandonment of or any failure to obtain or maintain an issued patent originating from any of the patents and or patent applications shall no longer be subject will not relieve or release Licensee from its obligation to this Agreement. (e) Following expiration or termination of pay the License Fees and Royalty provided in this Agreement, provided the abandonment does not materially harm the business or operations of Licensee. 6.3 Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, will not contest the validity or enforceability of any patents that issue from or as a result of any of the patents or patent applications and patents relating to Improvements invented solely by for the License Technology or any continuations, divisionals or continuations-in-part of such applications. Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining will not assert as a defense in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities litigation with respect to such Licensed Products that any patents that issue from or as a result of any of the patent applications (including any continuations, divisionals or patents, the party electing to discontinue any continuations-in-part of such activities shall assign to the other party all right, title and interest in and to such patents applications) are invalid or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesunenforceable.

Improvements. (a) Each party shall notify Immtech agrees that all Improvements developed by Immtech during the other party promptly term of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements this Agreement shall be jointly assigned made available on the same basis and under the same terms as set forth in this Agreement at no additional cost to and owned by Licensee and LicensorCriticare. Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Criticare, and the rights of the parties with respect thereto shall at Criticare's option such Improvements may be determined according to the laws of the countries included in which such patent applications and patents are heldthis Agreement and/or Products. (b) During If Criticare requests Immtech, in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be responsible for all out of pocket costs, including attorney fees, of filing and prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to maintain its rights thereunder. Immtech shall cooperate fully with the prosecution, maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by Criticare during the term of this Agreement shall be made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and at Immtech's option may be included in Products and/or may be licensed from Criticare on the same basis and under the same terms as set forth in this Agreement. (d) Upon termination of the term of this Agreement, for patent applications and patents relating Criticare's rights to continue use of Immtech's Improvements invented solely shall be limited by Licensorthe scope of Immtech Patent Rights existing upon termination. Likewise, the provisions of Section 8.1.1 shall apply. (c) Following expiration or upon termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreementagreement, Licensee Immtech's rights to continue use of Criticare's Improvements shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented limited by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such scope of Criticare's patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesrights existing upon termination.

Improvements. (a) Each party 4.1 Licensor and Licensee agree that they shall notify the keep each other party promptly mutually informed of any sole Improvements to any Algae Biomass Technology for producing Licensed Products of which they become aware during the term hereof, whether they become aware of such Improvements through their own efforts or joint inventions directed to Improvements under such party's controlefforts of Sublicensees (“Improvements”). Licensor and Licensee shall own all inform one another of the nature and substance thereof within thirty (30) days following awareness of such Improvements. 4.2 The parties hereto agree that ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall hold the entire right, title title, and interest in and to any Improvements and all Intellectual Property relating thereto. 4.3 Licensee solely invented shall have the right, for a period of ninety (90) days following a written communication to Licensee by Licensor describing the Improvements that have been reduced to practice, to elect to include such Improvements within the terms of this License Agreement whereby such Improvements shall become Elected Improvements. If Licensee fails or refuses to so elect, Licensee hereby releases any rights to such Improvements to Licensor and Licensor shall own all rightbe free to commercialize such Improvements without accounting to Licensee. Should Licensee elect such Improvements and subsequently commercialize such Improvements, title and interest Licensee agrees to pay Royalties on such Improvements in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties accordance with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are heldArticle III. (b) During 4.4 Licensor and Licensee agree to execute any documents or papers deemed necessary to effectuate the term intent of this Agreement, Article IV and further to execute such documents or papers as may be necessary for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible applications for all costs relating to such activitiespatents covering the elected Improvements.

Improvements. 5.1 The Licensee undertakes that subject to any obligations as to confidence, the Licensee must immediately Disclose to the Licensor any Improvements created or developed by, for or on behalf of the Licensee upon it becoming aware that an Improvement has been or may be created or developed. *** 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. 5.2 In consideration of the rights granted under Clause 2 with respect to Disclosure of the Licensed Know-How, Licensed Patents, and/or the [***] all Intellectual Property in Improvements shall vest in and be owned by the Licensor. The Licensee hereby assigns to the Licensor, with full title guarantee (a) Each party shall notify subject only to the other party promptly of any sole or joint inventions directed obligation to Improvements under assign to Licensor), such party's control. Licensee shall own all rightrights, title and interest in and to Licensee solely invented any Intellectual Property in any Improvements it owns or will own, together with any related rights and Licensor shall own all rightpowers arising or accrued, title and interest in and including but not limited to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications ▇▇▇ for damages (and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume retain any damages obtained) for all past infringements. To the full responsibility extent that any assignment of future rights is prevented by law, the Licensee shall hold any such right on trust for the prosecution Licensor absolutely until such purported transfer of rights is perfected. The Licensee further agrees to execute or procure the execution of such patent applications deeds or documents and do or procure the maintenance doing of such patents at its own acts and things as may be necessary or desirable to perfect the transfer of title to the Licensor or effect the recording or registration of the assignment of any such Intellectual Property to the Licensor (all reasonable costs expense, (ii) incurred by the Licensee in providing such co-operation shall assign be paid for by the Licensor). Any such patents and patent applications Improvement transferred to Licensor, and (iii) such patents and patent applications the Licensor hereunder shall no longer be subject to considered Licensed Know-How and/or Licensed Patents for purposes of this TTL Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (bi) During the term of this Agreement, for patent applications VaccGen shall disclose to InterCell, in writing, all VaccGen Improvements, whether patentable or not, if any. With respect to all VaccGen Improvements disclosed under this Section 5.2(1), such VaccGen Improvements shall be automatically included under the terms and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination conditions of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining including without limitation the license grant to InterCell in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsSection 2.1. (dii) During the term of this Agreement, Licensee InterCell shall disclose to VaccGen, in writing, all InterCell Improvements, whether patentable or not, if any. With respect to all InterCell Improvements disclosed under this Section 5.2(ii), when InterCell has so promptly disclosed, InterCell will assign its rights in, to and under any such InterCell Improvements to Cheil and such InterCell Improvements shall be responsibleincluded under the terms and conditions of this Agreement, including without limitation the license grant to InterCell in its sole discretion Section 2.1. (iii) In accordance with the Cheil License Agreement, Cheil and expenseVaccGen shall have the first and second options, for preparingrespectively, of filing, prosecuting and maintaining in any patent applications, at their cost and expense, regarding Improvements disclosed under Section 5.2(i) and (ii). VaccGen shall provide InterCell with all material documentation and correspondence from, sent to or filed with patent offices regarding such countries where it deems appropriate, patent applications and with a reasonable opportunity to review and comment upon all filings with such patent offices in advance. VaccGen shall reasonably consult with InterCell with respect thereto and raise InterCell’s comments and concerns thereto with Cheil. Title to any such patent applications and any patents relating issuing therefrom on such Improvements shall be in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively licensed to Improvements invented solely by Licensee or jointly by Licensee InterCell in the Territory under the terms and Licensor. Notwithstanding conditions of this Agreement, including without limitation the foregoing, if Licensee elects license grant in Section 2.1. (after consultation with Licensoriv) If VaccGen and Cheil elect not to prosecutefile, prosecute or maintain any such patent applications or patents on such Improvements, then InterCell shall have the right, but not the obligation, to discontinue file, prosecute and maintain any such patent applications or patents on such Improvements at its own expense. Title to any such patents on such Improvements shall be in Cheil’s name in accordance with the Cheil License Agreement, but such patents shall be exclusively sublicensed to InterCell in the Territory under the terms and conditions of this Agreement. InterCell shall be entitled to deduct any amounts it incurs as a result of its filing, prosecution or maintenance of any patent applications concerning joint inventions, or patents under this Section 5.2(iv) from any amounts due to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to VaccGen under this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. . (b) As between the parties, Licensee shall own all right, title and interest in and to Licensee Improvements invented solely invented Improvements by Licensee’s employees or contractors and Licensor shall own all right, title and interest in and to Licensor Improvements invented solely invented Improvementsby Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the term of this Agreement, either party shall have the liberty to freely practice Improvements in its respective territories. (bc) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 8.1.4 shall apply. (cd) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (de) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (ef) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (fg) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f8.2(g), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. 6.3.1 LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (a“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) Each related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall notify not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other party promptly exchanges of any sole information except as provided in Article 7 and shall not so publish or joint inventions directed disclose without first providing the LICENSOR with the opportunity to Improvements under such party's control. Licensee shall own all right, title and interest in review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee solely invented Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and Licensor shall own all right, title and interest in not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee LICENSOR. LICENSEE agrees to provide any assistance and Licensortake such acts as are reasonably requested by LICENSOR, and the rights of the parties with respect thereto shall be determined according at LICENSOR’s expense, to the laws of the countries in which enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent applications right, to conduct further research and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all improvements to the Licensed Technology which are jointly made by LICENSOR and LICENSEE (which shall also be included within “Licensee Improvements”), shall be solely responsibleowned by LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE, at its sole discretion and LICENSEE’s expense, to enable LICENSEE to obtain a letters patent for preparingor respecting any Licensee Improvement, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to protect such patent applications right, to conduct further research and patentsto publish. (d) During 6.3.6 All Licensor Improvements shall automatically become subject to the term license granted in Section 2.1 above and any patent rights therein shall be deemed to be Licensed Patents for the purposes of this Agreement, subject to the same rights and obligations applicable to Licensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or offer for sale any such jointly made Licensee Improvements outside of the Field, subject to a commercially reasonable royalty and all other customary license provisions to be responsible, negotiated in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely good faith by Licensee or jointly by Licensee and Licensorthe parties. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue Employment Agreement and the maintenance of any patents concerning joint inventions, then (i) Licensor shall have Consulting Agreements described in the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject preamble to this Agreement. (e) Following expiration or termination of this Agreement, Licensee Agreement in the Field shall be solely responsible, in its sole discretion “work made for hire” and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented will be owned solely by Licensee and for conducting interference, re-examination, reissue assigned to the LICENSEE. LICENSEE understands and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented ownership by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed LICENSEE pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities6.3.7.

Improvements. Licensor and Licensee agree to the following provisions regarding Joint Improvements, Licensor Improvements, and Licensee Improvements: (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Joint Improvements shall be jointly assigned to and owned by Licensee and Licensorthe Parties. Either Party shall, promptly upon making any Joint Improvement, inform the other Party of such Joint Improvement in reasonable detail in writing. Each Party hereby grants the other Party a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, sublicensable license under such Party’s rights in any Joint Improvement to utilize, employ, practice and/or otherwise exploit all Joint Improvements without any duty of accounting to the other Party or any duty or obligation to obtain the other Party’s consent to any sublicensing or other exploitation of any Joint Improvement. If any of the Joint Improvements are patentable and the rights Parties agree to file a patent application for such Joint Improvement, the Parties shall discuss in good faith the prosecution of the parties with respect thereto shall be determined according to patent and the laws payment of the countries in which such patent applications prosecution and patents are heldmaintenance fees. (b) During All Licensee Improvements shall constitute Confidential Information of Licensee and shall be subject to the term confidentiality provisions set forth in Section 16 (provided that the foregoing does not limit Licensor’s right to exercise its license right to Licensee Improvements set forth in this Section 7.1(b)). Licensee hereby grants Licensor and its Affiliates a non-exclusive, fully-paid, royalty-free, perpetual (subject to Section 14.7), irrevocable (subject to Section 14.7), sublicensable license to utilize, employ, practice and/or otherwise exploit (including to make, have made, use, sell, offer to sell, and import products and services) all Licensee Improvements (i) outside of this Agreementthe Territory, for patent applications in any field and patents relating to Improvements invented solely by Licensor(ii) within the Territory, outside of the provisions of Field (except that Licensor may exploit such improvements with Refusing Manufacturers in accordance with Section 8.1.1 shall apply2.6(b) within the Field) during the Term and any in field after the Term. (c) Following expiration or termination All Licensor Improvements shall constitute Confidential Information of this AgreementLicensor and shall be subject to the confidentiality provisions set forth in Section 16. If requested by Licensee, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by grant Licensee and Licensor. Notwithstanding its wholly owned subsidiaries under the foregoingLicensor Improvements a license that is non-exclusive but that is otherwise consistent with the terms of the license granted in Section 2.1, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue without compensation for a period of [***] from the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to LicensorEffective Date, and (iii) such patents and patent applications shall no longer be thereafter, subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, the Parties’ agreement on compensation for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities7.3.

Improvements. (a) Each The parties will form an advisory committee, consisting of the Investigator, relevant personnel working in his laboratory, and appropriate members of Company to discuss the Improvements and related data generated by the parties and the parties’ strategy and goals for research related to the Improvements. The committee will meet quarterly in person or by telephone and will not have any decision-making authority under this Agreement. Company will be responsible for preparing meeting minutes and written action items [***] after each committee meeting. (b) To the extent there are no third party shall notify obligations, for a period of five (5) years from the other party promptly Effective Date Drexel hereby grants to Company the first option to license Drexel’s rights in each Improvement (including each Improvement made solely by Drexel and each Improvement made jointly by Drexel and Company) (the “Option”), related patent rights and/or related know-how for [***] after Company has been notified of the existence of each such Improvement. Within [***] after Drexel receives written disclosure of any sole Improvement, Drexel will notify Company in writing of such Improvement, furnishing Company a copy of any invention disclosure and any related patent applications on a confidential basis. Drexel will take reasonable steps, consistent with its customary and usual practices, to ensure that any such notification to Company is made reasonably before the occurrence of any disclosure or joint inventions directed other activity that might impair any patentability of such Improvement. Within [***] after receipt of such notice from Drexel, by written notice to Improvements under Drexel Company may exercise the option to license such party's controlImprovement, related patent rights and/or related know-how, and Drexel and Company shall negotiate in good faith to determine the terms of any such license agreement. Licensee The parties agree that the terms of such license agreement will be determined, in part, by taking into account comparable transactions in the marketplace, including but not limited to any comparable transactions between Company and Drexel, including this Agreement, and will provide for reasonable milestone and royalty payments for products subject to such license agreement and this Agreement. If Company and Drexel fail to execute a license agreement within [***] after Company has been notified of such Improvement, Drexel shall be free to license the Improvement to any party upon such terms as ▇▇▇▇▇▇ ▇▇▇▇▇ appropriate without any further obligation to Company. For clarity, any license to the know-how will be non-exclusive. The parties expressly agree that Drexel shall solely own all right, title and interest in and to Licensee solely invented each Improvement, including any related patent rights and know-how, made jointly by Drexel and Company. Company does hereby agree to have all Company inventors who made an inventive contribution to such Improvements and Licensor shall own assign to Drexel all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which all such patent applications and patents are heldinventive contributions. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own promptly inform Licensee of all rightfuture Know-How and Improvements developed or, title to the extent Licensor is permitted to grant a sublicense to Licensee, acquired by Licensor during the duration of this Agreement. All such future Know-How and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and deemed included under the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are heldlicense granted herein without any additional Royalty or other payments. (b) During Licensee shall promptly disclose to Licensor any future know-how, improvements and other information developed or, to the term extent Licensee is permitted to grant a sublicense to Licensor, acquired by Licensee during the duration of this Agreement that are necessary or useful to the Sale of the Products ("Licensee Improvements"). Licensee hereby grants Licensor a non- exclusive, royalty-free, perpetual, non-transferable license, with right to sublicense by Licensor (subject to the condition of reciprocity set forth in Section 6.7(c) below) to Sell Products covered by any and all Licensee Improvements (whether patented, patentable or otherwise) developed or, to the extent Licensee is permitted to grant a sublicense to Licensor, acquired by Licensee during the duration of this Agreement, for patent applications subject to the restrictions contained in Section 6.4 hereof as long as such restrictions are applicable to Licensor. Licensee shall obtain written agreement of its employees, subcontractors and patents relating agents, to the reasonable satisfaction of Licensor to execute and deliver to Licensee assignments of all such Licensee Improvements invented solely developed by Licensor, the provisions of Section 8.1.1 shall applythem. (c) Following expiration or termination Notwithstanding the provisions of this AgreementSection 6.7(b) above, Licensor shall may not grant a third party a sublicense to Licensee's Improvements to sell Products unless each such sublicensee agrees to permit their future know-how, improvements and other information necessary or useful to the Sale of Products and licensed to Licensor to be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating sublicensed to Improvements invented solely Licensee by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentson a reciprocal basis. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party Licensee shall notify have no right to make any additional changes, alterations or improvements to the Property or License Area, unless College provides written permission to make such changes, alterations or improvements, which permission may be granted and conditioned in the sole discretion of the College (“Improvements”). Any other party promptly Improvement, of any sole which College has approved, shall be accompanied by plans and specifications providing for the alteration, change or joint inventions directed improvement, which plans and specifications shall be subject to Improvements under such party's controlthe College’s approval. All construction or alterations shall be performed diligently and in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the Property. Licensee shall own pay all rightcosts related to the Improvements performed by it, title and interest in and or caused to Licensee solely invented Improvements and Licensor shall own all rightbe performed by it, title and interest in and to Licensor solely invented Improvementson the Property as permitted by this Agreement. Patent applications and patents directed to jointly invented Improvements Nothing herein shall be jointly assigned to interpreted as suggesting the College will allow Improvements at any time and owned by Licensee and Licensor, and enters into this Agreement with the rights of understanding it must use the parties with respect thereto shall be determined according to the laws of the countries License Area in which such patent applications and patents are heldits as is condition without planning for any Improvements. (b) During Licensee shall keep the Property and the Improvements free and clear of all mechanics’ liens resulting from construction and/or alterations performed by, for or at the request of Licensee, it being acknowledged and agreed that nothing herein is intended to state or imply that the Property is subject to mechanic’s liens, as the Property is and will continue to constitute real property owned by a public entity during the entire term of this Agreement. Licensee shall do all things reasonably necessary to prevent the filing of any such mechanic’s or other liens against the Property or the Improvements. If any such lien shall at any time be filed against the Property and/or improvements thereon or therein, for patent applications and patents relating Licensee shall cause the same to Improvements invented solely be discharged of record or bonded over to the satisfaction of the College within thirty (30) days from Licensee’s receipt of a copy of such lien. Licensee may not collateralize, obtain financing by Licensor, securitization or borrow against the provisions value of Section 8.1.1 shall applythe Property. (c) Following Notwithstanding anything to the contrary stated or implied herein, Licensee shall not take any action or give any approval that will result in a change in the zoning of the Property that will be binding on the Property or impact or affect College after the expiration or earlier termination of this Agreement, Licensor shall be solely responsibleor alter, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining eliminate or in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During any way modify any of the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility entitlements for the prosecution of such patent applications Property in any manner that will be binding on the Property or College after the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or earlier termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentseach case without prior written consent of the College. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During 8.1 If during the term of this AgreementAgreement CSIC shall develop any Improvements (other than under the Research Agreement referred to in clause 6.1.2 between CSIC and Midatech or any Affiliated Company), CSIC shall disclose as soon as reasonably practicable to Midatech the nature of such Improvement together with such other details as Midatech shall reasonably require in order to assess the Improvement for patent applications the purposes of this clause, and patents relating shall offer to Improvements invented solely licence the same by Licensorway of exclusive licence or, where Midatech is not prohibited by law to take an assignment of the Improvements, to assign such Improvement to Midatech, before offering to licence, assign or otherwise deal with the same with or for the benefit of any other person. Disclosure of the Improvement shall be subject to the provisions of Section 8.1.1 shall applyclause 9. 8.2 Midatech shall have 90 days from receipt of the details of the Improvement described in clause 8.1 to assess the same and to notify CSIC whether it wishes to take a licence or assignment of all or any of such Improvement, and outlining the terms on which it is prepared to take such a licence. 8.3 If Midatech notifies CSIC that it wishes to take an assignment or licence of all or any of the Improvement on or before the expiry of the 90 day time limit in clause 8.2, then CSIC and Midatech shall negotiate the terms of the assignment or licence agreement in good faith including the payment of a fair and reasonable royalty to CSIC for the licence or assignment of such Improvement. 8.4 If the terms of the licence or assignment cannot be agreed between Midatech and CSIC within 90 days of the date Midatech notifies CSIC it wishes to take an assignment or licence of the Improvement either Party may discontinue negotiations by notice in writing to the other. If the negotiations are discontinued, CSIC may not offer the Improvement which is the subject of the negotiations to any other person on terms more favourable than those first offered to Midatech. 8.5 CSIC covenants to Midatech that it will, and shall procure that the inventors of any Improvements will, at the expense of Midatech, execute or sign as appropriate all such instruments, applications, documents and do all things as may reasonably be required by Midatech to enable Midatech (cor any nominee of Midatech) Following expiration to enjoy the full benefit of the property and rights in any Improvement licenced or termination assigned by CSIC in accordance with the provisions of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsclause. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify In the other party promptly of any sole or joint inventions directed event that Licensor develops Improvements to Improvements under the Licensed IP, such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned deemed to and owned by Licensee and Licensor, and be within the rights definition of the parties with respect thereto shall be determined according Licensed IP granted to Licensee hereunder. Further, to the laws of extent that Licensor or Licensee develops Improvements to the countries in which Licensed IP, each party shall promptly disclose to the other Party all such patent applications and patents are heldImprovements. (b) During Licensee acknowledges and agrees that all inventions and patent applications arising from Improvements to the term Licensed IP made or developed by Licensee outside of this Agreementthe Footwear Field shall be the property of Licensor. Further, for patent applications and patents relating any Improvements to Improvements invented solely the Licensed IP outside of the Footwear Field developed by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this AgreementLicensee, Licensee shall be responsible, execute and deliver to Licensor any and all documents reasonably required by Licensor to vest in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents Improvements to the Licensed IP. Licensee hereby appoints Licensor as Licensee's attorney in fact to execute and deliver on behalf of Licensee any and all documents which may be necessary or patent applications. The party electing desirable to continue vest in Licensor all right, title and interest in and to such activities Improvements to the Licensed IP outside of the Footwear Field. (c) To the extent that Licensee develops Improvements within the Footwear Field, Licensor acknowledges and agrees that Licensee shall be solely responsible for all costs relating allowed to pursue and have ownership of inventions and patent applications from such activitiesImprovements within the Footwear Field made or developed by Licensee. However, in the event that Licensee elects to pursue a patent application in such Improvements within the Footwear Field and such patent applications are to claim priority to one or more of the patent applications included in the Intellectual Property purchased by Licensor from TDG, such patent applications shall be treated as a Future Continuations as defined in and governed by Section 3.1 below and shall be the property of Licensor. For the avoidance of doubt, patent applications pursued by Licensee toward Improvements within the Footwear Field that do not claim priority to patent applications included in the Intellectual Property purchased by Licensor from TDG shall be the property of Licensee.

Improvements. (a) Each party i. The Improvements generated by Licensee alone, shall notify be owned by the other party promptly Licensee. Improvements generated by Licensee with the participation of any sole other natural person performing for Licensee as an employee or joint inventions directed to any type of contractor shall be considered as the Improvements under such party's controlgenerated by Licensee alone, unless the applicable law provides otherwise. Licensee shall own all right, title and interest in and to Licensee solely invented notify any such Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvementsand disclose to Licensor an overall description. Patent applications and patents directed to Such disclosure will be made in writing within a reasonable time after such Improvement is generated ii. The Improvements generated jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according co-owned by Licensee and Licensor equally. The rules governing the management and exploitation of those Improvements (including the financial conditions of this exploitation) shall be defined in the specific agreement which led to the laws of said Improvements. If there is no specific agreement in place, the countries in which such patent applications management and patents are held. (b) During exploitation shall be subject to the term of this Agreement, for patent applications and patents relating same rules as the Patent Rights. This applies to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or generated jointly by Licensee and the Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not the Parties agree to prosecute, or use their best efforts to discontinue reach an agreement concerning the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution ownership of such patent applications or Improvements. iii. The Improvements generated by Licensor alone, shall be owned by Licensor. Notwithstanding the maintenance foregoing, Licensor undertake to disclose to Licensee in reasonable detail all Improvements. Such disclosure will be made in writing within a reasonable time after such Improvement is generated. After receipt of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreementdisclosure, Licensee shall be solely responsiblebenefit from a three (3) months’ exclusive option to include such Improvements in the same scope of the License, in which case, the Improvements will become an integral part of this Agreement and paid as part of the Royalties. If Licensor does not receive the written notice within the three (3) months’ period, then Licensor will be free to use such Improvements and grant licenses thereto at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to third parties. This applies to Improvements invented solely generated by Licensee Licensor together. Any and all conditions set forth in this article apply only upon their compliance with superseding conditions of financing i.g., research grants, used for conducting interference, re-examination, reissue and opposition proceedings relating to development of such patent applications and patentsImprovements. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. 6.3.1 LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (a“Licensee Improvements”). 6.3.2 LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) Each related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR during the Term of this Agreement. LICENSEE acknowledges, however, that LICENSOR has granted other licenses to third party(ies) for use of the Licensed Technology to the parties described in Exhibit C and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR's obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 6.3.3 LICENSEE shall notify not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other party promptly exchanges of any sole information except as provided in Article 7 and shall not so publish or joint inventions directed disclose without first providing the LICENSOR with the opportunity to Improvements under such party's control. Licensee shall own all right, title and interest in review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee solely invented Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other exchanges of information except as provided in Article 7 and Licensor shall own all right, title and interest in not so publish or disclose without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 6.3.4 All Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee LICENSOR. LICENSEE agrees to provide any assistance and Licensortake such acts as are reasonably requested by LICENSOR, and the rights of the parties with respect thereto shall be determined according at LICENSOR’s expense, to the laws of the countries in which enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent applications right, to conduct further research and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination publish. For purposes of this Agreement, Licensor Improvements shall include all Licensed Know-How, information, patents and/or patent applications, including provisional applications and any patents or patent applications claiming priority thereto, which are filed by LICENSOR subsequent to the Effective Date of this Agreement covering any of the Initial Licensed Products in which the Licensed Technology is or was used, and any methods, algorithms and software related thereto. 6.3.5 Subject to 6.3.4 above, all Licensee Improvements, and all improvements to the Licensed Technology which are jointly made by LICENSOR and LICENSEE (which shall also be included within “Licensee Improvements”), shall be solely responsibleowned by LICENSEE; provided that, LICENSEE shall not own any Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE, at its sole discretion and LICENSEE’s expense, to enable LICENSEE to obtain a letters patent for preparingor respecting any Licensee Improvement, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to protect such patent applications right, to conduct further research and patentsto publish. (d) During 6.3.6 All Licensor Improvements shall automatically become subject to the term license granted in Section 2.1 above and any patent rights therein shall be deemed to be Licensed Patents for the purposes of this Agreement, subject to the same rights and obligations applicable to Licensed Technology under the Agreement. 6.3.7 All jointly made Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or offer for sale any such jointly made Licensee Improvements outside of the Field, subject to a commercially reasonable royalty and all other customary license provisions to be responsible, negotiated in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely good faith by Licensee or jointly by Licensee and Licensorthe parties. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not and except as provided for in Section 6.3.4, LICENSOR understands and acknowledges that any work performed pursuant to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue Employment Agreement and the maintenance of any patents concerning joint inventions, then (i) Licensor shall have Consulting Agreements described in the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject preamble to this Agreement. (e) Following expiration or termination of this Agreement, Licensee Agreement in the Field shall be solely responsible, in its sole discretion “work made for hire” and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented will be owned solely by Licensee and for conducting interference, re-examination, reissue assigned to the LICENSEE. LICENSEE understands and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination acknowledges that LICENSOR’s development obligations under preexisting licenses identified in Exhibit C may preempt certain claims of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented ownership by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed LICENSEE pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities6.3.7.

Improvements. (a) Each party shall notify the other party other, in confidence, promptly upon the development, creation or discovery of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Product Improvement Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are heldRights. (b) During Licensee and Licensor shall jointly own any Product Improvement Patent Rights claiming inventions developed by or on behalf of Licensee and/or Licensor during the term of this Agreement. Licensee shall have the sole and exclusive right to Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, for patent applications which are marked with brackets [ ] and patents relating an asterisk*, have been separately filed with the Commission. practice and license such Patent Rights in the Territory and Licensor shall have the sole and exclusive right to Improvements invented solely by Licensorpractice and license such Patent Rights in the SK Territory. Without limiting Section 7.1, the provisions of Section 8.1.1 each party shall applyundertake such efforts to develop and commercialize such Patent Rights as it may deem appropriate in its sole discretion. (c) Following expiration or termination of this AgreementNotwithstanding the foregoing, Licensor [***] shall be solely responsibleowned by Licensor unless Licensee provides written notice to Licensor, within ninety (90) days of its receipt of filing notice from Licensor, of Licensee's election, at its sole discretion and expensediscretion, for preparingto include such [***] as a "[***]." With regard to any [***] that Licensee declines to include as a [***] in accordance with the terms of this sub Section 7.4(c), filing, prosecuting and maintaining in Licensee shall not have any right or license hereunder to or under such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents[***]. (d) During the term of this AgreementLicensee hereby grants, Licensee and shall be responsiblegrant, in its sole discretion and expenseto Licensor a non- exclusive, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects royalty free license (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume grant sublicenses through multiple tiers) under Know-How related to the full responsibility Licensed IP Rights and/or Products developed by or on behalf of Licensee, its Affiliates and Sublicensees, to conduct research and to develop, make, have made, use, offer for sale, sell and import Products in the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this AgreementSK Territory. (e) Following expiration To the extent either party obtains any right, title or termination interest in any Patent Rights that are to be owned jointly by the other party in accordance with the terms of this Agreement, Licensee shall such first party hereby assigns, and, to the extent such assignment cannot be solely responsiblemade at present, in its sole discretion and expenseagrees promptly to assign, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one second party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all a 50% undivided right, title and interest in and to such patents or Patent Rights throughout the world. The first party shall execute and procure such documents, including short-form assignments and patent applications. The , and take such other actions, as may be reasonably requested from time to time by the second party electing to continue such activities shall be solely responsible obtain for its own benefit intellectual property rights in any and all costs relating countries with respect to such activitiesPatent Rights or otherwise to transfer or confirm rights in and to such Patent Rights for the benefit of the second party.

Improvements. (a) Each party shall notify Immtech agrees that all Improvements developed by Immtech during the other party promptly term of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements this Agreement shall be jointly assigned made available on the same basis and under the same terms as set forth in this Agreement at no additional cost to and owned by Licensee and LicensorCriticare. Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Criticare, and the rights of the parties with respect thereto shall at Criticare's option such Improvements may be determined according to the laws of the countries included in which such patent applications and patents are heldthis Agreement and/or Products. (b) During If Criticare requests Immtech, in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of such application(s), using local counsel of Criticare's choosing. Criticare shall be responsible for all out of pocket costs, including attorney fees, of filing and prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to maintain its rights thereunder. Immtech shall cooperate fully with the prosecution, maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by Criticare during the term of this Agreement shall be made available on a nonexclusive basis to Immtech without cost or reduction in royalty payable to Immtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and at Immtech's option may be included in Products and/or may be licensed from Criticare on the same basis and under the same terms as set forth in this Agreement. (d) Upon termination of the term of this Agreement, for patent applications and patents relating Criticare's fights to continue use of Immtech's Improvements invented solely shall be limited by Licensorthe scope of Immtech Patent Rights existing upon termination. Likewise, the provisions of Section 8.1.1 shall apply. (c) Following expiration or upon termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee agreement Immtech's rights to continue use of Criticare1s Improvements shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented limited by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such scope of Criticare's patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesrights existing upon termination.

Improvements. (a) Each party shall notify ARCH hereby grants to Licensee an option, without the other party promptly payment of any sole or joint inventions directed additional consideration to ARCH, to include any Improvements under such party's controlwithin the licenses granted pursuant to Section 2.1 on the terms otherwise set forth in this Agreement. Licensee shall own all have the right, once every ninety (90) days, to request from ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, either telephonically or in writing, information regarding the existence or nature of any Improvements, provided Licensee acknowledges and agrees that any failure of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to provide such information will not constitute a breach of this Agreement by ARCH. ARCH agrees to notify Licensee in writing of any Improvement within ninety (90) days of ARCH acquiring title to such Improvement, which notice shall describe the Improvement in general terms and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned accompanied by a confidentiality agreement in reasonable form to be executed by Licensee. Upon the execution of such confidentiality agreement ARCH shall provide Licensee with sufficient details regarding the subject Improvement to allow Licensee to evaluate its commercial potential. (b) Licensee shall have an exclusive period of one hundred and owned by eighty (180) days after receipt of detailed information concerning an Improvement in which to notify ARCH in writing of its desire to exercise its option with respect to such Improvement. If Licensee and Licensorfails to deliver such notice within the applicable time, or notifies ARCH that it does not wish to exercise such option, Licensee shall have no further rights with respect to such Improvement of any kind or nature whatsoever. (c) If Licensee exercises its option with respect to an Improvement, the Improvement shall thereafter be deemed an “Invention” for all purposes of this Agreement, and the ARCH’s and Licensee’s rights of the parties and obligations with respect thereto shall be determined according to the laws of the countries as set forth in which such patent applications and patents are held. (b) During the term of this Agreement. Licensee agrees that it shall pay, for patent applications and patents relating to Improvements invented solely by Licensoror at ARCH’S option reimburse ARCH for, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities Patent Costs incurred with respect to such patent applications or patents, the party electing to discontinue Licensed Patent Rights arising as a consequence of any such activities shall assign Invention (including any Patent Costs for which ARCH is obligated to reimburse any governmental agency), whether incurred before or after the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesdate on which Licensee exercises its option therefor.

Improvements. If an Improvement is created or discovered, the University will, as soon as reasonably possible after the Improvement becomes known to the University’s Industry Liaison Office, take those steps that accord with its policies respecting protection and commercialization of Intellectual Property Rights thereto and disclose to the Licensee in confidence a description of the Improvement, and if the Licensee provides to the University within forty-five (45) days of such disclosure written notice of its interest in licensing such Improvement, in whole or in part, then the Parties will: (a) Each party shall notify work cooperatively to seek statutory protection for the other party promptly same within the forty five (45) days after the date of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all rightnotice in accordance with the Patenting scheme hereof applied mutatis mutandis; and within the period of not more than one hundred and twenty (120) days from the date of such notice, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held.either (b) During amend this Agreement by expanding the term description of this Agreement, for patent applications the licensed subject matter hereof to include such Improvement within the scope and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply.license hereof; or (c) Following expiration or termination if commercial considerations related to differences between the natures of this Agreement, Licensor shall be solely responsible, at its sole discretion the Improvement and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents.the invention(s) of Licensed Patents and/or other considerations reasonably suggest that licensing terms distinct from those hereof are reasonably warranted; (di) During amend this Agreement by expanding the term description of the licensed subject matter hereof to include such Improvement within the scope and license hereof, and make further amendments to this Agreement, Agreement with a view to accommodating the interests of the Parties in respect of said differences; or (ii) negotiate in good faith a new and separate license agreement therefore that incorporates such distinct licensing terms. If the Licensee shall be responsibledoes not provide notice as described in this section 5.2 (above) or if the Parties are unable to negotiate mutually acceptable license terms in accordance with sub-section 5.2(c) then the University may, in its sole discretion and at its sole expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating but subject to Improvements invented solely by repayment to the Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventionscosts of Patenting paid by it in respect of the Improvement, exercise all its rights and title in relation to the Improvement including continuing or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility abandoning Patenting and conveying interests for the prosecution of such patent applications exploitation thereof to a third party(ies) without encumbrance by or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign accounting to the other party all rightLicensee, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesas if this Agreement had not been made.

Improvements. (a) Each party Licensor shall make full and prompt disclosure to Licensee of any invention, improvement or modification made or acquired by Licensor with respect to any Licensed Products and shall notify Licensee of the other party promptly filing of any sole patent application thereon. The parties agree that any improvements on the Licensed Products or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During Other Products made during the term of this Agreement, for patent applications Agreement by the Licensor and patents relating to Improvements invented solely Licensee will be handled as follows: a. The improvements made by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating added to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoingAgreement as Licensed Products, if Licensee elects (after consultation with to use such improvements and the Licensor shall have title thereto and the Licensee shall have all exclusive rights thereto as set forth in paragraph 2 hereof. b. The Licensor shall whenever possible obtain patent protection on the improvements and all costs incident thetreto shall be borne by the Licensor) . c. If the Licensor should elect not to prosecuteassume the costs of paragraph 7b, the Licensee may elect to assume the payment of the full costs and thereby acquire Licensor's rights in the improvement. d. In the event the Licensor shall fail or refuse to discontinue the prosecution of prepare and file promptly any patent applications concerning joint inventionsapplication, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor Licensee shall have the right to assume prepare and file the full responsibility for patent application, and said application and patent shall become the prosecution property of such patent applications or the maintenance of such patents Licensee. e. Licensee in its own discretion and at its own costs expenseexpense may determine to file patent applications in foreign countries in its own name, (ii) and the Licensor shall execute the necessary papers and documents therefor. f. The improvements made by Licensee to the Licensed Products or Other Products shall be owned by Licensee and Licensee shall assign have the exclusive rights with respect thereto including the right to use such patents improvements in manufacturing, marketing, selling or using the Licensed Products, Other Products and patent applications to Licensor, the On-Off sprinkler heads and (iii) such patents valves. Royalty payments therein shall be made in accordance with paragraph 4 hereof and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination on cessation of this Agreementroyalty payments as provided in the last sentence of paragraph 4c hereof, Licensee shall be solely responsiblecontinue to have the right to manufacture, in its sole discretion market, sell and expense, for preparing, filing, prosecuting and maintaining in use such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, improvements without the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution paymeny of any patent applications and patents filed pursuant royalty to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesLicensor.

Improvements. (a) Each party 18.1 Without prejudice to Clause 3.2, if, during the Term, Juste develops or conceives any Improvement, then it shall forthwith notify Laxdale in writing of such Improvement and shall disclose all necessary information to permit exploitation by Laxdale of such Improvement in connection with the other party promptly Licensed Product. 18.2 Laxdale shall have an irrevocable, perpetual, non-exclusive, worldwide royalty-free licence to use all Improvements which Juste is due to disclose to Laxdale in terms of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all right, title and interest in Clause 18.1 and to Licensee solely invented Improvements work under all IP Rights in respect thereof. 18.3 If during the Term, Laxdale conceives or develops any Major Improvement (as defined) Juste shall have the option to obtain a new licence and Licensor shall own all right, title distribution agreement from Laxdale in relation to said Major Improvement and interest in and to Licensor solely invented Improvementson terms no less favourable than those contained within this Agreement. Patent applications and patents directed to jointly invented Improvements Said agreement shall be jointly assigned subject to Juste being satisfied (acting reasonably) that any Major Improvement has successfully demonstrated a statistically significant improvement when compared to the Licensed Product in this Agreement and owned said option shall be exercisable by Licensee and Licensor, and Juste on the rights following basis: 18.3.1 Laxdale shall give written notice to Juste of the parties with respect thereto results from clinical trials for a product consisting of the Major Improvement and Juste shall have fourteen (14) days to give written notice to Laxdale to exercise its option to enter into negotiations for a new licence and distribution agreement in relation to said Major Improvement. In the event no such notice is given to Laxdale by Juste, the option in this Clause 18.3 shall be determined according deemed to have expired and it shall be at Laxdale’s sole discretion whether to enter negotiations with Juste. 18.3.2 Upon receipt by Laxdale of notice, in accordance with Clause 18.3.1, Laxdale and Juste shall negotiate, in good faith, the terms of a licence and distribution agreement (subject always to the laws terms of Clause 18.3). In the event the terms of an agreement have not been reached within eight (8) weeks of receipt by Laxdale of the countries in which such patent applications foregoing notice from Juste, then all negotiations shall terminate and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor Laxdale shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, entitled in its sole discretion and expenseto appoint a third party distributor in the Territory for a product that incorporates said Major Improvement. 18.4 If during the Term, for preparingLaxdale conceives or develops any Minor Improvement (as defined), filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor Juste shall have the automatic right to assume have said Minor Improvement included within the full responsibility for Field of Use and within the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents Territory and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to the same conditions as set forth in this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify If Licensor makes or acquires any Improvements to the other party promptly of any sole or joint inventions directed Licensed Product and Licensor elects to make the Improvements under such party's control. Licensee shall own all right, title and interest available in the Market in the Territory and to Licensee, Licensor will notify Licensee solely invented in writing of the Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented such Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights will form part of the parties Licensed Product and Licensee will be entitled to deal with respect thereto shall be determined according to such Improvements on the laws terms and conditions of the countries in which such patent applications and patents are heldthis agreement. (b) During If Licensee is notified of a Improvement to the term Licensed Product, Licensee must ensure that from the date of this Agreementthe notification Licensee only distributes, for patent applications and patents relating to Improvements invented solely by Licensorsupplies, sells or exploits Licensed Products which include the provisions of Section 8.1.1 shall applyImprovements. (c) Following expiration or termination Notwithstanding cl 6.2(b), Licensee is entitled to fill any orders for Licensed Product already taken with Licensed Product in stock which does not include the Improvements and Licensee is entitled to fill any new orders with existing stock of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsthe Licensed Product. (d) During If Licensee makes or acquires any modification or improvement to the term of this AgreementLicensed Product, Licensee shall be responsiblemust immediately notify Licensor and any Intellectual Property Rights in the Improvements are owned by Licensee, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating but Licensee will allow Licensor to work on the Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution purposes of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreementresearch only. (e) Following expiration or termination Licensee consents (and Licensee must procure the voluntary consent in writing of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution each natural person who is an author of any patent applications part of any Improvements referred to in cl 6.2(d)) in favour of Licensor, Licensor's licensees, assigns and patents filed pursuant to this Section 8.1.2(f), or not to conduct successors in title and any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign person authorized by Licensor to the other party all right, title and interest in and to performance of any act or omission which may otherwise infringe any moral rights of any author of such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesImprovements.

Improvements. (a) Each party shall notify All Equipment mounted on a roof or tower must be attached securely with approved mounts, hangers, and clamps as approved by the other party promptly Licensor. All cables and wires entering or exiting equipment and/or buildings must do so in a manner approved by the Licensor. Failure to correct any non-compliance with the terms and conditions of any sole or joint inventions directed this Paragraph within three (3) days after notice thereof is given to Improvements under such party's control. Licensee shall own all rightbe cause for immediate termination of this License Agreement by Licensor at its sole discretion. Additionally no materials may be used in the installation, title and interest in and to Licensee solely invented Improvements and Licensor shall own all rightmaintenance or upgrade of the antennas, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensorcables, and the rights wires that will cause corrosion, rust, or deterioration of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are heldbuilding, roof, tower or appurtenances thereof. (b) During Each antenna must be identified by a metal tag fastened securely to its mounting bracket. Licensee shall have thirty (30) days from the term date of this Agreement, for patent applications and patents relating License Agreement to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall applycomply with this requirement. (c) Following expiration Installation and maintenance of the Licensee's Equipment shall be done at the Licensee's sole expense, using contractors having the applicable Licensor's prior approval, shall be in accordance with the standards and requirements of the Licensor, and shall be done under the Licensor's supervision and shall be subject to Licensor's final written approval, which shall not be unreasonably withheld. The supervision, approval and other activities of Licensor under this Paragraph, however, shall not constitute the waiver of any term or condition of this License Agreement. Scheduling of and all work shall be coordinated with the Licensor. Any future maintenance involving antennas and transmission lines must be coordinated with Licensor within a reasonable time of not less than twenty-four (24) hours prior to work being done, except in case of emergency. Failure to comply with the terms and conditions of this Paragraph shall be cause for immediate termination of this Agreement, License Agreement by Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsdiscretion. (d) During It is understood and agreed by and between the parties hereto that the Equipment shall, unless otherwise agreed in writing, remain the personal property of Licensee License Agreement and Licensee shall have the privilege and right to remove the same at any time during the term of this License Agreement, Licensee by contractors approved by Licensors (which approval shall not be responsible, unreasonably withheld) and in its sole discretion accordance with the terms of Section 6.11 of the Purchase Agreement and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by that certain Maintenance Agreement dated the date hereof between Licensee and Licensor. Notwithstanding ▇▇▇▇ Atlantic Network Services, Inc., on behalf of Licensors (the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this "Maintenance Agreement"). (e) Following expiration Licensee agrees not to damage the Premises or termination of this Agreementany personal property or fixtures thereon in any way. The liability for any such damage, Licensee if committed, shall be solely responsible, the liability of Licensee in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsaccordance with the Indemnification Paragraph 7. (f) Following expiration or termination of this AgreementIt is agreed that any fixtures, the parties shall be jointly responsible for preparingstructures, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f)signs, or not to conduct any further activities other improvements placed upon the Premises by Licensee other than the Equipment, may only be so placed with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesexpress written approval of Licensor.

Improvements. All improvements to the Licensed Technology or the Retained Technology made solely by or for Licensee, its Affiliates, or Sublicensees (athe “Licensee Improvements”) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's controlbe owned by Licensee. Licensee shall own all right, title and interest promptly disclose in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and writing to Licensor solely invented any Licensee Improvements. Patent applications and patents directed Licensee hereby grants to jointly invented Improvements shall be jointly assigned to and owned by Licensee and LicensorLicensor a non-exclusive, and worldwide (but excluding the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During Group B Countries during the term of this Agreement), for patent applications and patents relating to Improvements invented solely by Licensorirrevocable, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreementperpetual, Licensor shall be solely responsibletransferable, at its sole discretion and expensefully paid-up, for preparingroyalty-free license, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume grant sublicenses (including granting sublicenses to Merck under the full responsibility for the prosecution of such Merck License), under any Licensee Improvements, including any patents issued, or patent applications or the maintenance of such patents at its own costs expensefiled, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications improvements on such improvements. Such written disclosures on Licensee Improvements shall set forth sufficient data to allow Licensor to understand and practice the Licensee Improvements. Licensee hereby grants to Licensor an exclusive option to negotiate for an exclusive license to the Licensee Improvements as follows: 2.4.1. Prior to offering any license for Licensee Improvements to any third party, Licensee will notify Licensor that Licensee is considering granting such rights to third parties. Licensor will have 90 days (or patentssuch longer period agreed upon by the Parties) from receipt of such notice to notify Licensee that Licensor desires to initiate good faith negotiations with respect to exclusively licensing the Licensee Improvements described in Licensee’s notice. Upon Licensee’s receipt of Licensor’s notice, the party electing to discontinue any such activities shall assign Parties will negotiate in good faith for a period of 90 days with respect to the terms and conditions of the exclusive license, including financial terms (such as upfront fees, milestones, annual fees, or other party all rightfinancial conditions). 2.4.2. If Licensor does not notify Licensee within 90 days of receiving Licensee’s notice or if the Parties are unable to agree upon the terms of a license within 90 days of Licensee’s receipt of Licensor’s notice (as each such time period may be extended by the Parties), title and interest in and to such patents or patent applications. The party electing to continue such activities then Licensee shall be solely responsible for all costs relating entitled to such activitiesnon-exclusively license the Licensee Improvements covered by the applicable notice to any third party. 2.4.3. Licensee agrees that Licensor may assign the foregoing option in whole or in part to Merck.

Improvements. (a) Each party shall notify 5.1. As between the other party promptly of any sole or joint inventions directed to Improvements under such party's control. Licensee shall own all rightParties, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have own all of the right Licensor Improvements, and any and all inventions, improvements, enhancements or modifications, conceived, reduced to assume the full responsibility practice, developed and/or made by it and/or for the prosecution of such patent applications or the maintenance of such patents at its own costs expensebenefit after the Effective Date (including those based on the Licensee Improvements), and (ii) Licensee shall assign such patents own all Licensee Improvements and patent applications any and all inventions, improvements, enhancements or modifications, conceived, reduced to Licensorpractice, and developed and/or made by it and/or for its own benefit after the Effective Date (iii) such patents and patent applications including those based on the Licensed Technology), in or outside the Field of License, provided, for the avoidance of doubt, that the practice and/or exploitation by Licensee of any Licensee Improvements shall no longer be subject limited to this Agreement. (e) Following expiration the Field of License or termination within the scope of this Agreementthe License and, provided further, for the avoidance of doubt, that the practice and/or exploitation by Licensor of any Licensee Improvements shall be solely responsible, in its sole discretion outside the Field of License and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsoutside the scope of the License. 5.2. Licensor undertakes to disclose and deliver to Licensee in a timely manner (fas part of quarterly updates) Following expiration or termination any Licensor Improvements, and Licensee undertakes to disclose and deliver to Licensor in a timely manner any Licensee Improvements, with sufficient details and information (subject to and without derogating from the ownership provisions of this Agreement, Section ‎5.1 above and the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution confidentiality provisions of any patent applications and patents filed pursuant to this Section 8.1.2(f‎15 below), or not so as to conduct any further activities with respect enable Licensee to such patent applications or patentsutilize the Licensor Improvements under the License and the Licensor to utilize the Licensee Improvements under the Pluristem License, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesas applicable.

Improvements. (a) Each party shall Licensee agrees to notify the other party promptly Licensor of any sole changes, modifications or joint inventions directed improvements to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned the Licensed Products and/or the manufacturing process therefore that are accomplished by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During or its Sub-Licensees or Affiliates during the term of this Agreement, for patent applications within fourteen (14) days from the Licensee's accomplishment of such change, modification or improvement. All such changes, modifications or improvements to the Licensed Products and/or the manufacturing process therefore shall become the property of Licensor within thirty (30) days after Licensee's accomplishment of such change, modification or improvement, and patents relating Licensee shall so provide in any agreements entered into with the inventor thereof. Any such changed, modified or improved Licensed Products shall be deemed to Improvements invented solely by Licensor, be included within the provisions scope of Section 8.1.1 shall apply. (c) Following expiration or termination the license granted hereunder to Licensee and subject to the terms of this Agreement. Within thirty (30) days after the accomplishment of any such change, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating modification or improvement to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this AgreementLicensed Products, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating agrees to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding cause the foregoing, if Licensee elects (after consultation with Licensor) not inventor thereof to prosecute, or assign to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution all of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this Agreement. (e) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all inventor's right, title and interest in and to such patents change, modification or improvement, as well as in any patent applications. The party electing application, granted patent, and reissue thereof with respect to continue such activities change, modification or improvement. (b) If, during the term of this Agreement, Licensor makes any further improvements in the Licensed Products or the mode of its use or becomes the owner of any new improvements in the Licensed Products through patent or otherwise, Licensor shall advise Licensee of such improvements(s), which shall be solely responsible for all costs relating deemed to such activitiesbe included within the scope of the license granted hereunder to Licensee and subject to the terms of this Agreement. All changes, modifications and improvements to the Licensed Products that are accomplished by Licensor shall remain the property of Licensor during and after the term of this Agreement.

Improvements. 9.3.1. LICENSEE shall disclose to LICENSOR any and all improvements made by or on behalf of LICENSEE directly related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSEE as a result of activities engaged in pursuant to the terms of this Agreement (a“Licensee Improvements”). 9.3.2. LICENSOR shall disclose to LICENSEE any and all improvements made by or on behalf of LICENSOR (“Licensor Improvements”) Each related to the Licensed Technology that are conceived or reduced to practice by or on behalf of LICENSOR as a result of activities engaged in pursuant to the terms of this Agreement. LICENSEE acknowledges, however, that this Agreement is a non-exclusive license and that LICENSOR has granted or will grant other licenses to third party(ies) for use of the Licensed Technology and, further that certain Licensor Improvements to the Licensed Technology, although they may be of benefit to LICENSEE, may arise in conjunction with such third party licenses. In such cases, disclosure of such Licensor Improvements may be restricted or prohibited, or disclosure to LICENSEE may be delayed due to LICENSOR’s obligations under the third party license. In such cases, to the extent permitted, LICENSOR will disclose the Licensor Improvement as soon as practicable. 9.3.3. LICENSEE shall notify not publish or disclose Licensor Improvements to third parties or to the public through any communication including, but not limited to, academic publication or other party promptly exchanges of any sole or joint inventions directed information without first providing the LICENSOR with the opportunity to Improvements under such party's control. Licensee shall own all right, title and interest in review the communication and to make arrangements for protecting such Licensor Improvements by patent or other appropriate means prior to disclosure. Similarly, LICENSOR shall not publish or disclose Licensee solely invented Improvements and Licensor shall own all rightto third parties or to the public through any communication including, title and interest in but not limited to, academic publication or other exchanges of information without first providing the LICENSEE with the opportunity to review the communication and to make arrangements for protecting such Licensee Improvements by patent or other appropriate means prior to disclosure. 9.3.4. All Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by LICENSOR. LICENSEE agrees to provide any assistance and take such acts as are reasonably requested by LICENSOR to enable LICENSOR to obtain a letters patent for or respecting any Licensor Improvement, to protect such patent right, to conduct further research and to publish. 9.3.5. All Licensee Improvements, or jointly made by LICENSOR and LicensorLICENSEE, and the rights of the parties with respect thereto shall be determined according owned by LICENSEE to the laws of the countries in which extent that such Licensee Improvements do not incorporate Licensed Technology. LICENSOR shall provide any assistance and take such acts as are reasonably requested by LICENSEE to enable LICENSEE to obtain a letters patent for or respecting any Licensee Improvement, to protect such patent applications right, to conduct further research and patents are heldto publish. (b) During 9.3.6. All Licensor Improvements shall automatically become subject to the term grant in Section 4.1 above and any patent rights therein shall be deemed to be Licensed Patent Rights for the purposes of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign such patents and patent applications to Licensor, and (iii) such patents and patent applications shall no longer be subject to this the same rights and obligations applicable to Licensed Technology under the Agreement. (e) Following expiration 9.3.7. All Licensee Improvements shall become subject to a grant-back from LICENSEE to LICENSOR of a perpetual, non-exclusive, sublicensable, worldwide license to make, have made, use, perform, sell or termination offer for sale any Licensee Improvement in the field of this Agreementclinical diagnostics applications using urine RNA express-based rebiopsy assays, Licensee shall subject to a commercially reasonable royalty to be solely responsible, negotiated in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented good faith by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activitiesparties.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed 7.1 Licensor may develop improvements applicable to Improvements under such party's control. Licensee shall own all right, title and interest in and to Licensee solely invented Improvements and Licensor shall own all right, title and interest in and to Licensor solely invented Improvements. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. (b) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 shall apply. (c) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (d) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expenseProduct, (ii) Licensee shall assign such patents and patent applications to Licensor, the Frozen Formulation and (iii) Volume Variations, and their manufacture, licensed by the FDA during the Manufacturing Period (the "Improvements"). No such patents Improvements are included in the license granted hereunder. 7.2 Licensor shall negotiate with Licensee for a royalty-bearing or other license agreement (the "Improvement License") for the right to use Improvements which have been developed by Licensor and patent applications licensed by the FDA for sale in the Territory during the Manufacturing Period. The field of use of such Improvement License shall no longer be to use such Improvements to make, have made, use, sell and import Product and Frozen Formulation and Licensee's Volume Variations in the Territory. The Improvement License may be royalty-bearing and shall be subject to this Agreementsuch other terms and conditions (including field of use limitations) as the Licensor may request, provided that such terms shall be reasonable, commercial terms for the license. The Improvement License may be either exclusive or non-exclusive, as determined by Licensor. 7.3 Licensor shall, within 30 days of the end of the Manufacturing Period, send the Licensee a letter notifying Licensee of any Improvements Licensor has developed and offering the Licensee the opportunity to negotiate for an Improvement License (e) Following expiration or termination the "Improvement Letter"). The Improvement Letter shall set forth a name of this Agreement, person who the Licensor designates as its representative for the purpose of negotiating a license and the terms and conditions which Licensor proposes for the Improvement License. The Licensee shall within 45 days after the date of the Improvement Letter notify Licensee: (a) that it accepts the terms offered; (b) of its interest in negotiating the terms of the Improvement License in which case the notice shall name Licensee's negotiator and the terms Licensee desires to negotiate; or (c) that it waives its right to negotiate for such Improvements (which right shall be solely responsibledeemed waived in the event the Licensee does not respond to the Improvement Letter within the 45-day period.) 7.4 If Licensee shall elect to negotiate the terms of an Improvement License pursuant to Section 7.3(b), the representatives shall arrange to meet within 15 days after the date of Licensee's notice and thereafter at the reasonable request of either party for a period of 45 days after the initial meeting and endeavor in its sole discretion good faith to reach an agreement on the terms of an Improvement License. If the parties are unable to reach agreement or an Improvement License within such 45-day period, this Section 7 shall be deemed void as to such Improvements and expense, for preparing, filing, prosecuting and maintaining the Licensee shall have no further rights under this Agreement in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patentsImprovements. (f) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements jointly invented by the parties and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.

Improvements. (a) Each party shall notify the other party promptly of any sole or joint inventions directed to Improvements under such party's control. ’s Control. (b) As between the parties, Licensee shall own all rightrights, title and interest interests in and to Licensee Improvements invented solely invented Improvements by Licensee’s employees or contractors and Licensor shall own all rightrights, title and interest interests in and to Licensor Improvements invented solely invented Improvementsby Licensor’s employees or contractors. Patent applications and patents directed to jointly invented Improvements shall be jointly assigned to and owned by Licensee and Licensor, and the rights of the parties with respect thereto shall be determined according to the laws of the countries in which such patent applications and patents are held. During the term of this Agreement, either party shall have the liberty to freely practice Improvements in its respective Territories. (bc) During the term of this Agreement, for patent applications and patents relating to Improvements invented solely by Licensor, the provisions of Section 8.1.1 9.1.4 shall apply. (cd) Following expiration or termination of this Agreement, Licensor shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensor and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (de) During the term of this Agreement, Licensee shall be responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee or jointly by Licensee and Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation with Licensor) not to prosecute, or to discontinue the prosecution of any patent applications concerning joint inventions, or to discontinue the maintenance of any patents concerning joint inventions, then (i) Licensor shall have the right to assume the full responsibility for the prosecution of such patent applications or the maintenance of such patents at its own costs expense, (ii) Licensee shall assign its interest in such patents and patent applications to Licensor, Licensor and (iii) such patents and patent applications shall no longer be subject to this Agreement. (ef) Following expiration or termination of this Agreement, Licensee shall be solely responsible, in its sole discretion and expense, for preparing, filing, prosecuting and maintaining in such countries where it deems appropriate, patent applications and patents relating to Improvements invented solely by Licensee and for conducting interference, re-examination, reissue and opposition proceedings relating to such patent applications and patents. (fg) Following expiration or termination of this Agreement, the parties shall be jointly responsible for preparing, filing, prosecuting and maintaining in such countries where the parties jointly agree, patent applications and patents relating to improvements Improvements jointly invented by the parties and for conducting interference, re-examinationre­examination, reissue and opposition proceedings relating to such patent applications and patents. The parties shall jointly bear all costs relating thereto. If one party elects to discontinue the prosecution of any patent applications and patents filed pursuant to this Section 8.1.2(f9.2(g), or not to conduct any further activities with respect to such patent applications or patents, the party electing to discontinue any such activities shall assign to the other party all right, title and interest in and to such patents or patent applications. The party electing to continue such activities shall be solely responsible for all costs relating to such activities.