Common use of PATENT APPLICATIONS AND MAINTENANCE Clause in Contracts

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within the PATENT RIGHTS, interferences, and disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within the PATENT RIGHTS. LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year. Reimbursement by LICENSEE shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest specified in Section 3.5 above.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, and disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party LICENSEE agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the MICHIGAN’s PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearArticle. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section Paragraph 3.5 above. 7.4 In the event LICENSEE, in its sole discretion, determines not to utilize any one or more PATENT RIGHT as listed in Paragraph 1.6 above, LICENSEE may return such PATENT RIGHT to MICHIGAN provided: (i) LICENSEE provides MICHIGAN ten (10) days written notice of LICENSEE’s intent to transfer such PATENT RIGHT to MICHIGAN; (ii) LICENSEE provides written assurances that such PATENT RIGHT was not provided to a SUBLICENSEE or assignees (or, if such PATENT RIGHT was provided to a SUBLICENSEE or assignees, such PATENT RIGHT was rescinded); (iii) LICENSEE agrees to satisfy all obligations underlying such PATENT RIGHT pursuant to the timing and conditions of Article III above; (iv) LICENSEE reimburses all current costs associated with such patent as provided for in paragraph 7.3; and (v) satisfies the conditions of Paragraph 11.4(c), (d), (e) and (f) and 11.6 as it relates to the such PATENT RIGHT. In the event that such PATENT RIGHT is transferred to MICHIGAN pursuant to the provisions of this paragraph, all LICENSEE’s obligations to MICHIGAN regarding such PATENT RIGHT hereunder are terminated.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has DUKE shall have the first right and responsibility to control all aspects of filing, prosecuting, and maintaining maintaining, and shall diligently file, prosecute and maintain, all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTSRIGHTS in the United States and each Designated Foreign Country (as defined below), interferencesincluding (a) administrative reexaminations and reviews, and (b) disputes (including litigation) regarding inventorshipinventorship and derivation, and interferences; in each case in cooperation with LICENSEE in accordance with Section 7.2, of (a) and (b) using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate with DUKE in activities relating to the filing, prosecuting and maintaining the PATENT RIGHTS. LICENSEE shall have the sole right and discretion whether to apply for and prosecute a patent term extension for patents included in the PATENT RIGHTS, and DUKE will provide any assistance reasonably requested by LICENSEE for such activitiespatent term extension. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDNotwithstanding the foregoing, DUKE will not undertake re-examinations, reissues, requests for patent term adjustments or extensions, or appeals unless the parties mutually agree to do so. 7.2 MICHIGAN DUKE shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents provide documentation received or learned by MICHIGAN DUKE relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within the PATENT RIGHTS. , and shall allow LICENSEE shall have the right (or its counsel) to review, comment, and advise upon all such information, including providing information or documentation prior to MICHIGAN and/or MICHIGAN’s counsel filing or submission of the initial draft of any response or document related thereto, same. DUKE will consider and MICHIGAN agrees to implement incorporate such comments and advice in good faith all reasonable and timely requests made by LICENSEEfaith. Each party agrees to LICENSEE shall hold such information confidential and to use the information provided by MICHIGAN or DUKE only as provided in Article ARTICLE 13 -. 7.3 With the exception of foreign filing fees as detailed below, LICENSEE only shall reimburse DUKE for its pro-rata share (based on the purpose number of advancing licensees under the PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a proARTICLE 7 -rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGANDUKE’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Article ARTICLE 3 - above. LICENSEE agrees that unless it fully complies with all Paragraphs in this Agreement relating to entity status, LICENSEE shall be obligated to reimburse DUKE for “Large Entity” patent fees. 7.4 LICENSEE must inform DUKE in writing of any foreign countries in which LICENSEE desires DUKE to file PATENT RIGHTS (each, a “Designated Foreign Country”), and this Agreement will be amended in writing to reflect those designations. LICENSEE will pay to DUKE one-half of its pro-rata share (based on the number of licensees under the PATENT RIGHTS) of the estimated foreign filing fees for each requested country at least thirty (30) days in advance of any filing. DUKE and/or its other licensees of the PATENT RIGHTS may elect to seek patent protection for PATENT RIGHTS in countries not so designated by LICENSEE, in which case DUKE shall notify LICENSEE of each such election. Within ten (10) business days after receipt of any such notice from DUKE, LICENSEE shall have the right to include any of the countries identified in such notice as Designated Foreign Countries by providing written notice of such election to DUKE. If LICENSEE does not elect to include one or more of the countries identified in such notice as a Designated Foreign Country with respect to one or more of the PATENT RIGHTS, such other licensees of the PATENT RIGHTS are responsible for all expenses pertaining to the filing, prosecution and maintenance of such patent applications in such country(ies). In such instances, such patent applications will not be PATENT RIGHTS in such country(ies) (this Agreement shall be amended accordingly, if necessary), and LICENSEE forfeits all rights under this Agreement to such patent applications and any resulting patents in such country(ies) (each, a “Released Patent”). Notwithstanding the foregoing, to the extent such Released Patent is in a minor market country, and LICENSEE notifies DUKE in writing that LICENSEE elects to retain rights with respect to such patent or patent application in such country, such patent or patent application shall continue to be within the PATENT RIGHTS in such country (unless and until LICENSEE elects to terminate its license to such patent or patent application in such country by further written notice to DUKE) but the license under Paragraph 2.1 above shall thereafter be non-exclusive with respect to such Released Patent in such country, and the royalties payable with respect to VALID CLAIMS of such Released Patent in such country shall be reduced by fifty percent (50%). For purposes of the preceding sentence, a “minor market country” means any country other than the United States, the United Kingdom, Japan, China, or a country within the European Union. 7.5 If LICENSEE provides DUKE with written notification that it will no longer support the filing, prosecution, or maintenance of a specified patent(s) and/or patent application(s) within the PATENT RIGHTS in one or more particular countries, then LICENSEE’s responsibility for fees and costs related to the filing, prosecution, and maintenance of such subject PATENT RIGHTS in such countries will terminate sixty (60) days after DUKE’s receipt of such written notification. At that time, such patents and/or patent applications in such countries will no longer be included in the PATENT RIGHTS (and this Agreement is deemed to be so amended accordingly), and LICENSEE surrenders all rights under this Agreement to such patents, patent applications, and any patent or patent applications arising therefrom in such countries. 7.6 LICENSEE shall notify DUKE promptly if, at any time during the term of this Agreement, LICENSEE, its Affiliates or any of its SUBLICENSEES does not qualify as a “small entity” as that term is defined under section 1.27, as amended, of the Consolidated Patent Rules of the United States Patent and Trademark Office. 7.7 In the event DUKE elects to abandon any patent or patent application within the PATENT RIGHTS, it shall notify LICENSEE at least sixty (60) days in advance of the next applicable deadline with the applicable patent office, in which case LICENSEE shall have the right (but not the obligation) to control the prosecution and maintenance of such patents and patent applications (including any patent issuing therefrom), at LICENSEE’s expense.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject DUKE shall have the right to Section 7.3control, MICHIGAN has the first right and responsibility will use reasonable efforts to control perform, all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, including (a) administrative reexaminations and reviews; and (b) disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2inventorship and derivation, and using counsel reasonably acceptable to LICENSEEinterferences. LICENSEE shall fully reasonably cooperate with DUKE in such activities relating to the PATENT RIGHTS, including said activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDUpon DUKE’s request, to the fullest extent permitted by law, LICENSEE shall use reasonable efforts to apply for and prosecute, or support in any reasonable way DUKE’s application for, a patent term extension for patents included in the PATENT RIGHTS. 7.2 MICHIGAN DUKE shall (i) promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE in writing of all information and documents received by MICHIGAN DUKE relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within the PATENT RIGHTS. , and (ii) shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to LICENSEE shall hold such information confidential and to use the information provided by MICHIGAN or LICENSEE DUKE only for the purpose of advancing the DUKE’s PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within During the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the rightterm of this Agreement, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN DUKE for all reasonable documented fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearArticle. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) [***] days of receipt of MICHIGANDUKE’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Article 3 above. If DUKE licenses PATENT RIGHTS to a third party, other than the FOUNDATION, future patent expenses shall be paid on a pro-rata basis based on the number of licensees. 7.4 If LICENSEE provides DUKE with written notification that it will no longer support the filing, prosecution, or maintenance of a specified patent(s) and/or patent application(s) within the PATENT RIGHTS, then LICENSEE’s responsibility for fees and costs related to the filing, prosecution, and maintenance of such subject PATENT RIGHTS will terminate [***] days after DUKE’s receipt of such written notification. At that time, such patents and/or patent applications will no longer be included in the PATENT RIGHTS (and this Agreement is deemed to be so amended accordingly), and LICENSEE surrenders all rights under this Agreement to such patents, patent applications, and any patent or patent applications arising therefrom. 7.5 LICENSEE shall notify DUKE promptly if, at any time during the term of this Agreement, LICENSEE, its AFFILIATES, or any of its SUBLICENSEES does not qualify as a “small entity” as under section 1.27, as amended, of the Consolidated Patent Rules of the United States Patent and Trademark Office.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, including interferences and disputes regarding inventorship (including litigation) regarding inventorshiplitigation based solely or primarily upon inventorship issued), in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to reasonable input from LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall provide LICENSEE shall have the right reasonable time to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and . MICHIGAN agrees to implement in good faith all act on recommendations of LICENSEE when it is reasonable and timely requests made by LICENSEEto do so. Each party LICENSEE agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing MICHIGAN’s PATENT RIGHTS. MICHIGAN agrees that claims contained in a continuation-in-part application that are not entitled to the priority date of a patent among the PATENT RIGHTS will be segregated to the extent permitted by law into a separate patent at LICENSEE’S request and that LICENSEE shall have no financial obligation to MICHIGAN for such separate patent applications, although such rights shall not be included in PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for fifty percent (50%) of all reasonable fees and costs incurred after the Effective Date of this Agreement relating to the activities described in this Article on a pro-rated basis based on and shall reimburse MICHIGAN for costs already incurred according to the number of MICHIGAN licensees or optionees following schedule: Forty thousand dollars ($40,000) within ten days of the PATENT RIGHTS or any portion thereof providedEffective Date, howeverthirteen thousand dollars ($13,000) no later than December 31, that starting 2007, thirteen thousand dollars ($13,000) no later than December 31, 2008 and thirteen thousand dollars ($13,000) no later than December 31, 2009. MICHIGAN shall provide LICENSEE with calendar year 2013 copies of original invoices setting forth such fees and costs shall be consistent with an annual budget to be agreed upon by in detail for all costs incurred after the parties before the start Effective Date of each calendar yearthis Agreement. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Paragraph 3.6 above. LICENSEE may, at its option and sixty (60) days prior to any outstanding action, elect to relinquish its license under any patent or application among the PATENT RIGHTS, in which case LICENSEE’s reimubursement obligations under this Article with respect to that patent or patent application shall cease. ******** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, including interferences and disputes regarding inventorship (including litigation) regarding inventorshiplitigation based solely or primarily upon inventorship issued), in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to reasonable input from LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall provide LICENSEE shall have the right reasonable time to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and . MICHIGAN agrees to implement in good faith all act on recommendations of LICENSEE when it is reasonable and timely requests made by LICENSEEto do so. Each party LICENSEE agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing MICHIGAN’s PATENT RIGHTS. MICHIGAN agrees that claims contained in a continuation-in-part application that are not entitled to the priority date of a patent among the PATENT RIGHTS will be segregated to the extent permitted by law into a separate patent at LICENSEE’S request and that LICENSEE shall have no financial obligation to MICHIGAN for such separate patent applications, although such rights shall not be included in PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for fifty percent (50%) of all reasonable fees and costs incurred after the Effective Date of this Agreement relating to the activities described in this Article on a pro-rated basis based on and shall reimburse MICHIGAN for costs already incurred according to the number of MICHIGAN licensees or optionees following schedule: Forty thousand dollars ($40,000) within ten days of the PATENT RIGHTS or any portion thereof providedEffective Date, howeverthirteen thousand dollars ($13,000) no later than December 31, that starting 2007, thirteen thousand dollars ($13,000) no later than December 31, 2008 and thirteen thousand dollars ($13,000) no later than December 31, 2009. MICHIGAN shall provide LICENSEE with calendar year 2013 copies of original invoices setting forth such fees and costs shall be consistent with an annual budget to be agreed upon by in detail for all costs incurred after the parties before the start Effective Date of each calendar yearthis Agreement. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Paragraph 3.6 above. LICENSEE may, at its option and sixty (60) days prior to any outstanding action, elect to relinquish its license under any patent or application among the PATENT RIGHTS, in which case LICENSEE’s reimubursement obligations under this Article with respect to that patent or patent application shall cease.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.310.1 During the term of this Agreement, MICHIGAN has the first right and responsibility to control LICENSEE shall be responsible for all aspects of filing, prosecuting, and maintaining all Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, except to the extent discussed below. The Parties agree to jointly select patent counsel in good faith within sixty (60) days of the patents and patent applications that are contained within the PATENT RIGHTS, interferencesEffective Date, and disputes (including litigation) regarding inventorship, any change in each case patent counsel is subject to prior approval by both Parties in cooperation with LICENSEE in accordance with Section 7.2good faith. Patent counsel shall be instructed to treat MICHIGAN and Esperion as clients, and using shall be instructed to notify both Parties immediately if it receives any conflicting instructions from the Parties. In the event of any conflict between LICENSEE and MICHIGAN as to the subject matter of this agreement, any patent counsel reasonably acceptable that has at any time been retained by the Parties under this Article shall not represent or counsel either Party with respect to LICENSEEsuch conflict only. LICENSEE Counsel selected under this Article shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDprovide the same scope of representation to each Party with respect to the subject matter of this Agreement. 7.2 MICHIGAN 10.2 Each Party shall promptly (and reasonably prior to any deadline or action with notify the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE other Party of all material information and documents sent by or received by MICHIGAN it relating to the filing, prosecution and maintenance of Licensed Patents, including any lapse, revocation, surrender, invalidation or abandonment of any of the patents Licensed Patents. Patent counsel shall be instructed to promptly provide the same information and patent applications documents (including attorney billing information) to each Party relating to the prosecution of the Licensed Patents. If a Party is designated by selected counsel or any other party on correspondence as an addressee or as being carbon copied, the other Party can rely on that are contained within as satisfying the PATENT RIGHTSnotice provisions in this Article. MICHIGAN and LICENSEE shall have perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance under this Article, including without limitation providing copies of all documents necessary to establish or corroborate inventorship, conception, or reduction to practice of inventions. 10.3 LICENSEE shall inform MICHIGAN in advance of all significant actions that it intends to undertake concerning the right to reviewprosecution and maintenance of the Licensed Patents. In addition, commentLICENSEE shall not alter the scope of patent coverage, or take any action reasonably construed as affecting the validity or enforceability, of such patents without notice to, and advise upon all express approval by, MICHIGAN of each action (such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response approval being either written or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEEoral with written confirmation). Each party agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice respond to such notices from LICENSEE (as soon as reasonably possible, but in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but if MICHIGAN does not obligation, to assume all aspects of filing, prosecuting, and maintaining disapprove of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year. Reimbursement by LICENSEE shall be made proposed action within thirty (30) days after notice from LICENSEE, such proposed action shall be considered to be approved by MICHIGAN. If exigent circumstances exist so as to reasonably require a more immediate response from MICHIGAN, LICENSEE shall notify the designee of receipt Paragraph 10.4 below by both telephone and in writing (which writing may be a short summary of the issue), and the Parties shall work in good faith to resolve the issue. Each Party shall use reasonable efforts to allow a reasonable time for the other Party to review and comment upon the information noted in this Article, and each Party shall promptly respond to requests for input. Both Parties shall have access to the selected patent counsel to discuss patent prosecution strategy for the Licensed Patents, but MICHIGAN shall not unreasonably contact the selected patent counsel so as to create excessive patent costs. In this regard, the Parties shall make all reasonable efforts to coordinate their discussions with selected patent counsel so that each Party participates in the discussions that are requested by MICHIGAN. Any patent fees or costs resulting from or arising out of MICHIGAN’s invoice and 's delay beyond the time periods specified herein in responding to LICENSEE's notices or requests shall be subject paid by MICHIGAN. 10.4 Documentary materials will be provided to the interest specified Parties at the addresses noted in Section 3.5 above.Article 21 unless designated otherwise in writing. For purposes of Article 10, email communications to a designated contact person will satisfy the written or documentary notice/copying/request requirements, except to the extent hard copies of attachments are necessary. Each Party hereby initially designates for itself the following contact person for patent matters: (1) for LICENSEE: General Counsel, telephone 734-222-1830, [***];

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has will control the first right and responsibility to control all aspects of filing, prosecutingprosecution, and maintaining all maintenance of the patents and patent applications that are contained within the any PATENT RIGHTS, interferences, and disputes (including litigation) regarding inventorship, in each case in cooperation with provided MICHIGAN will consult LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to on the filing, prosecution prosecution, and maintenance of PATENT RIGHTS under this agreement and keep LICENSEE fully informed with respect thereto. MICHIGAN and LICENSEE agree to use reasonable efforts to work effectively and cost efficiently with respect to a mutually agreed intellectual property strategy. LICENSEE, with full consideration for any obligations that MICHIGAN may have to third parties such as the patents and patent applications that are contained within the PATENT RIGHTS. LICENSEE US Government, shall have the right right, through counsel of its choice and at its expense, to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel prepare the initial draft of any response or document related theretoall patent applications worldwide (including without limitation provisionals, non provisionals, continuations, divisions, continuations in part, PCT applications, national phase applications, reissues and reexaminations) for the PATENT RIGHTS to assist MICHIGAN agrees in the prosecution thereof before the US PTO and patent offices worldwide. XXXXXXXX’ s counsel shall submit a draft of each proposed patent application to implement MICHIGAN’s counsel for a pre-filing review. Following such review, the final form of the patent application shall be agreed to in good faith all reasonable to the extent reasonably possible by LICENSEE and timely requests MICHIGAN prior to submission to the applicable patent office, and neither party shall unreasonably withhold or delay its approval to the submission of such application. Following such agreement, the applicable filings shall be made by LICENSEEMICHIGAN’s counsel. Each party MICHIGAN shall receive correspondence from patent offices worldwide, and shall make available to LICENSEE all such documents as soon as feasible after receipt. XXXXXXXX agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the MICHIGAN’s PATENT RIGHTS. 7.3 7.2 For those cases where the patent application is submitted to the US PTO in substantially the same form as prepared by LICENSEE’S counsel, MICHIGAN agrees that MICHIGAN’s counsel’s review of such patent application and the filing thereof will cost no more than $2,500 (not including USPTO filing fees) and that the total fees of MICHIGAN’s counsel in conducting such review, filing the initial application and managing the patent prosecution process up to receiving a final office action shall not exceed $10,000. Such $10,000 cap shall not include charges for MICHIGAN’s counsel’s preparing Missing Parts Responses, Restriction Requirement Response, Response to First Office Action, and any potential Examiner Interviews. For work following a final office action (including an Appeal or a Request for Continued Examination), LICENSEE and MICHIGAN shall not abandon any patent or patent application within negotiate in good faith the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent appropriate strategy and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent applicationreimbursement rate for MICHIGAN counsel’s review. 7.4 7.3 Subject to 7.2 above, LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearArticle. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section Paragraph 3.5 above.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has shall have the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferencesincluding reexaminations, and reviews, disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2inventorship and derivation, and using counsel reasonably acceptable to LICENSEEinterferences. LICENSEE shall fully cooperate with MICHIGAN in such activities relating to the PATENT RIGHTS, including said activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within the PATENT RIGHTS. , and shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to LICENSEE shall hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the MICHIGAN’s PATENT RIGHTS. 7.3 . Without limiting the foregoing, MICHIGAN shall not abandon agrees to use reasonable efforts to include claims covering the products contemplated to be sold by LICENSEE or its SUBLICENSEES under this Agreement in any patent or patent application applications within the PATENT RIGHTS without reasonable prior notice and to file and prosecute patent applications within the PATENT RIGHTS in foreign countries as designated and paid for by LICENSEE. LICENSEE (shall cooperate in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent applicationactivities under this Section 7.2. 7.4 7.3 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year[***]. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) [***] days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Article 4 above. LICENSEE agrees that unless it fully complies with all Paragraphs in this Agreement relating to entity status, LICENSEE shall be obligated to reimburse MICHIGAN for “Large Entity” patent fees. LICENSEE may, at its sole discretion, elect to not reimburse MICHIGAN for [***] with respect to a particular patent application or patent within the PATENT RIGHTS upon written notice of such election to MICHIGAN no less than [***] days prior to any deadline for taking action in any applicable patent office. In such event, MICHIGAN may continue prosecution and/or maintenance of such application(s) or patent(s at its sole discretion and expense, provided, however, that such patent applications and issued patents shall be excluded from the definition of PATENT RIGHTS thereafter and LICENSEE will have no right or licenses thereunder. 7.4 MICHIGAN reserves the right to apply for patent term extension or to demand that LICENSEE apply for patent term extension for any and all patents included in the PATENT RIGHTS. If MICHIGAN elects to exercise this right, LICENSEE agrees to cooperate fully with MICHIGAN in the preparation, filing, and prosecution of any and all patent term extensions and to provide MICHIGAN with complete copies of any and all documents or other materials that MICHIGAN deems necessary or helpful to undertake such responsibilities.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, and disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information. If any of the licensed patents are involved in a proceeding in the U.S. patent office, including providing inter alia a reexamination or an interference, MICHIGAN shall also give LICENSEE an opportunity to MICHIGAN and/or MICHIGAN’s counsel review the initial draft strategy pursuant to the proceeding and the text of any response or each document related theretobefore filing in the proceeding, and MICHIGAN agrees to implement shall consult with LICENSEE in good faith all reasonable with respect to such document, and timely requests made by shall reasonably consider LICENSEE’s comments and proposals with respect to such document and a strategy involving the proceeding. Each party LICENSEE agrees to hold all such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the MICHIGAN’s PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearArticle. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Paragraph 3.5 above. Should MICHIGAN license the PATENT RIGHTS to one or more third parties in connection with products that do not incorporate an RNA ACTIVE sequence, then LICENSEE’S reimbursement shall be reduced by an amount proportionate to the total number of such licensees. For example if MICHIGAN executes two further licenses to use PATENT RIGHTS for products that do not incorporate an RNA ACTIVE sequence , then LICENSEE’s reimbursement of fees and costs described in this Article shall be reduced by two-thirds (2/3); if MICHIGAN executes only one such further license then LICENSEE’S costs shall be reduced by fifty percent (50%). MICHIGAN agrees to notify LICENSEE within thirty (30) days of the execution of any such other license to PATENT RIGHTS.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, oppositions, and reexaminations, and disputes (including litigation) regarding inventorship, provided that MICHIGAN shall consult with LICENSEE on, and provide LICENSEE with reasonable notice and drafts of any and all documents relating to, the filing, prosecuting, and maintaining all of the patents and patent applications that form the basis for the PATENT RIGHTS, interferences, and disputes (including litigation) regarding inventorship, in each case in cooperation inventorship and keep LICENSEE fully informed with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEE. LICENSEE shall fully cooperate in such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDrespect thereto. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN and filed by MICHIGAN, relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party LICENSEE agrees to hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the PATENT RIGHTS; provided, however, that LICENSEE’s obligations shall not apply to any of information provided by MICHIGAN which: (a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public through no breach of this Agreement by LICENSEE; (b) is disclosed to LICENSEE or any of its AFFILIATES by a third party who is entitled to disclose it without breaching a confidentiality obligation to MICHIGAN; or (c) as shown by written records, was known to, or was otherwise rightfully in the possession of LICENSEE or any of its AFFILIATES before disclosure by MICHIGAN. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearthereof. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section Paragraph 3.5 above.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject LICENSEE shall have the worldwide right, through counsel of its choice and at its expense, to Section 7.3, MICHIGAN has conduct and control the first right and responsibility to control all aspects of filing, prosecutingprosecution, and maintaining maintenance of all of the patents and patent applications that are contained within the PATENT RIGHTS, interferencesprovided LICENSEE will consult MICHIGAN on the filing, prosecution, and disputes (including litigation) regarding inventorship, in each case in cooperation maintenance of PATENT RIGHTS under this Agreement and keep MICHIGAN fully informed with LICENSEE respect thereto. LICENSEE’s patent counsel shall continue to operate in accordance with Section 7.2the joint representation letter among LICENSEE, MICHIGAN and using Seed IP dated March 20, 2014 (the “Joint Representation Letter”) and in the event LICENSEE elects to replace Seed IP as its patent counsel, LICENSEE shall provide reasonable notice to MICHIGAN; MICHIGAN shall agree to representation by such new patent counsel reasonably acceptable on terms substantially similar to LICENSEEthose set forth in the Joint Representation Letter. MICHIGAN and LICENSEE agree to use reasonable efforts to work effectively and cost efficiently with respect to a mutually agreed intellectual property strategy to the extent that such agreement may be made. MICHIGAN will be given opportunity to comment and provide strategic counsel regarding all material activities relating to the filing and prosecution of PATENT RIGHTS. LICENSEE shall fully cooperate receive correspondence from patent offices worldwide, and shall make available to MICHIGAN all such documents as soon as feasible after receipt. In the case where MICHIGAN and LICENSEE disagree on a course of action or on a response or strategic position before a patent office, principals of both Parties will meet in person or by phone in a reasoned good faith effort to resolve the disagreement. Such discussion will take into account the business interests of both Parties as well as any obligations either Party may have to third parties or to the U.S. Government. If such activitiesdisagreement is not resolved after discussion, LICENSEE shall have the final decision on the matter, except in matters of joint inventorship. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDIf an inventorship dispute were to arise between the Parties as a consequence of which one of the Parties may or not be a joint owner with the other of a patent right, then such dispute, if unable to be resolved after reasoned good faith efforts, shall be referred to a neutral third patent attorney whose decision will be finally respected and not appealed by either Party. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all any significant information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. , and shall allow LICENSEE shall have the right to review, comment, copy and advise act upon all such information, including providing 7.3 If LICENSEE provides written notice to MICHIGAN and/or MICHIGAN’s counsel the initial draft that it is electing to not file or to discontinue prosecution or maintenance of any response particular United States or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to hold such information confidential and to use the information provided by MICHIGAN foreign patent applications or LICENSEE only for the purpose of advancing the PATENT RIGHTS. 7.3 MICHIGAN shall not abandon any patent or patent application patents issuing therefrom which is included within the PATENT RIGHTS without reasonable prior notice (the “Discontinued Patents”), then LICENSEE shall not have any rights under this Agreement with respect to LICENSEE MICHIGAN’s interests in such Discontinued Patents, and ten (in any event at least sixty (6010) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving after such notice LICENSEE notice, such Discontinued Patents shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the be PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year. Reimbursement by LICENSEE shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be subject to the interest specified in Section 3.5 abovehereunder.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferences, including foreign filings and disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2, and using counsel reasonably acceptable to LICENSEEPatent Cooperation Treaty filings. LICENSEE shall fully cooperate in shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTEDfiling, prosecution, or maintenance. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within which form the basis of the PATENT RIGHTS. LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft any lapse, revocation, surrender, invalidation or abandonment of any response of the patents or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to hold such information confidential and to use patent applications which form the information provided by MICHIGAN or LICENSEE only basis for the purpose of advancing the PATENT RIGHTS, and shall make reasonable efforts to allow LICENSEE to review and comment upon such information. 7.3 MICHIGAN shall not abandon any patent or patent application within the PATENT RIGHTS without reasonable prior notice to LICENSEE (in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent application. 7.4 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees filing, prosecution, interference proceedings and maintenance of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar yearexcept as specifically provided below. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) days of receipt of MICHIGAN’s invoice and shall be bear interest, if overdue, at the rate specified in Paragraph 3.6 above. 7.4 LICENSEE may elect to not reimburse MICHIGAN for fees and costs related to a particular foreign patent application or patent within PATENT RIGHTS, subject to the interest specified terms of this Paragraph. If LICENSEE makes such an election, LICENSEE shall provide reasonable notice to MICHIGAN in Section 3.5 abovewriting of an election under this Paragraph. Under such circumstances, MICHIGAN may elect to continue the prosecution and/or maintenance of such application or patent at its sole expense, provided that such patent applications and issued patents thereafter shall be excluded from the definition of PATENT RIGHTS.

PATENT APPLICATIONS AND MAINTENANCE. 7.1 Subject to Section 7.3, MICHIGAN has shall have the first right and responsibility to control all aspects of filing, prosecuting, and maintaining all of the patents and patent applications that are contained within form the basis for the PATENT RIGHTS, interferencesincluding reexaminations, and reviews, disputes (including litigation) regarding inventorship, in each case in cooperation with LICENSEE in accordance with Section 7.2inventorship and derivation, and using counsel reasonably acceptable to LICENSEEinterferences. LICENSEE shall fully cooperate with MICHIGAN in such activities relating to the PATENT RIGHTS, including said activities. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED. 7.2 MICHIGAN shall promptly (and reasonably prior to any deadline or action with the U.S. Patent and Trademark Office or any foreign patent office) notify and provide copies to LICENSEE of all information and documents received by MICHIGAN relating to the filing, prosecution and maintenance of the patents and patent applications that are contained within the PATENT RIGHTS. , and shall make reasonable efforts to allow LICENSEE shall have the right to review, comment, and advise upon all such information, including providing to MICHIGAN and/or MICHIGAN’s counsel the initial draft of any response or document related thereto, and MICHIGAN agrees to implement in good faith all reasonable and timely requests made by LICENSEE. Each party agrees to LICENSEE shall hold such information confidential and to use the information provided by MICHIGAN or LICENSEE only for the purpose of advancing the MICHIGAN’s PATENT RIGHTS. 7.3 . Without limiting the foregoing, MICHIGAN shall not abandon agrees to use reasonable efforts to include claims covering the products contemplated to be sold by LICENSEE or its SUBLICENSEES under this Agreement in any patent or patent application applications within the PATENT RIGHTS without reasonable prior notice and to file and prosecute patent applications within the PATENT RIGHTS in foreign countries as designated and paid for by LICENSEE. LICENSEE (shall cooperate in any event at least sixty (60) days prior to any deadline or action with the U.S. Patent and Trademark Office or applicable foreign patent office). Upon receiving such notice LICENSEE shall have the right, but not obligation, to assume all aspects of filing, prosecuting, and maintaining of any such patent or patent applicationactivities under this Section 7.2. 7.4 7.3 LICENSEE shall reimburse MICHIGAN for all reasonable fees and costs relating to the activities described in this Article on a pro-rated basis based on the number of MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof provided, however, that starting with calendar year 2013 such fees and costs shall be consistent with an annual budget to be agreed upon by the parties before the start of each calendar year[…***…]. Reimbursement by LICENSEE Such reimbursement shall be made within thirty (30) […***…] days of receipt of MICHIGAN’s invoice and shall be subject to the interest and other requirements specified in Section 3.5 Article 4 above. LICENSEE agrees that unless it fully complies with all Paragraphs in this Agreement relating to entity status, LICENSEE shall be obligated to reimburse MICHIGAN for “Large Entity” patent fees. LICENSEE may, at its sole discretion, elect to not reimburse MICHIGAN for […***…] with respect to a particular patent application or patent within the PATENT RIGHTS upon written notice of such election to MICHIGAN no less than […***…] days prior to any deadline for taking action in any applicable patent office. In such event, MICHIGAN may continue prosecution and/or maintenance of such application(s) or patent(s at its sole discretion and expense, provided, however, that such patent applications and issued patents shall be excluded from the definition of PATENT RIGHTS thereafter and LICENSEE will have no right or licenses thereunder. 7.4 MICHIGAN reserves the right to apply for patent term extension or to demand that LICENSEE apply for patent term extension for any and all patents included in the PATENT