Common use of PATENT APPLICATIONS AND MAINTENANCE Clause in Contracts

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON shall control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using patent counsel reasonably acceptable to LICENSEE. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON shall consult regularly with LICENSEE and, through the opportunity to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALON’s patent counsel, ESCALON shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of the Licensed Patents. 10.3 ESCALON may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON makes such decision, ESCALON shall notify LICENSEE promptly and in sufficient time to permit LICENSEE at its sole discretion to continue such prosecution or maintenance at LICENSEE’s expense. If LICENSEE elects to continue such prosecution or maintenance, ESCALON shall execute such documents and perform such acts at LICENSEE’s expense as may be reasonably necessary for LICENSEE to so continue such prosecution or maintenance. 10.4 LICENSEE shall reimburse patent expenses paid by ESCALON as follows: ESCALON shall provide notice to LICENSEE of all reasonable and necessary out-of-pocket expenses paid by ESCALON in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; but not including any part of any ESCALON employee’s salary. The first such notice of expenses provided by ESCALON shall include all such expenses incurred by ESCALON up to the Effective Date with respect to all Licensed Patents (Exhibit A). LICENSEE shall reimburse ESCALON $75,000 within 18 months of the Effective Date of this Agreement. LICENSEE shall not be responsible for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% of all such expenses relating to the Licensed Patents on Exhibit B or any other Licensed Patents within thirty (30) days of receipt of such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forward, LICENSEE shall reimburse ESCALON for all such expenses within 30 days of receipt of notice and reasonable documentation (including attorney invoices) of such expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. LICENSEE shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made after the Effective Date, unless such filings have been requested and approved by LICENSEE, however, in any case where LICENSEE fails to reimburse ESCALON for any of the above described expenses, any patent applications or resulting patent shall not be included in the definition of “Technology” and “Licensed Patents” herein.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON MICHIGAN shall control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using patent counsel reasonably acceptable to LICENSEE. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON MICHIGAN shall consult regularly with LICENSEE and, through the opportunity to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALONMICHIGAN’s patent counsel, ESCALON MICHIGAN shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of the Licensed Patents. 10.3 ESCALON MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON MICHIGAN makes such decision, ESCALON MICHIGAN shall notify LICENSEE promptly and in sufficient time to permit LICENSEE at its sole discretion to continue such prosecution or maintenance at LICENSEE’s expense. If LICENSEE elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEE’s expense as may be reasonably necessary for LICENSEE to so continue such prosecution or maintenance. 10.4 LICENSEE shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide notice to LICENSEE of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; but not including any part of any ESCALON MICHIGAN employee’s salary. The first such notice of expenses provided is hereby made by ESCALON shall include this Paragraph: all such expenses incurred by ESCALON MICHIGAN up to the Effective Date with respect to all Licensed Patents (Exhibit A)totals $67,137.24. LICENSEE shall reimburse ESCALON $75,000 MICHIGAN for fifty percent (50%) of all such expenses within 18 eighteen (18) months of the Effective Date of this AgreementDate. LICENSEE shall not be responsible for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON MICHIGAN shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON MICHIGAN for 100% fifty percent (50%) of all such expenses relating to the Licensed Patents listed on Exhibit B or B, and one hundred percent (100%) of all such expenses relating to any other Licensed Patents Patents, within thirty (30) days of its receipt of each such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forward, LICENSEE shall reimburse ESCALON MICHIGAN for all such expenses within 30 days of receipt of notice and reasonable documentation (including attorney invoices) of such expenses. LICENSEE shall have not be required to reimburse expenses for which MICHIGAN has actually been reimbursed by any third party under agreement with MICHIGAN specifically requiring reimbursement of these expenses (from any other commercial licensee of the right to choose Licensed Patents outside of the Field of Use, MICHIGAN shall require reimbursement, or shall apply a fraction of the revenue received from that licensee towards reimbursement, of a fraction of the patent attorneys after consultation with ESCALONexpenses for, the Licensed Patents licensed to that licensee, so that such licensee bears a pro rata burden of expense reimbursement). LICENSEE shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made after the Effective Date, unless such filings have been requested and or approved by LICENSEE, ; however, in any case where LICENSEE fails to timely reimburse ESCALON MICHIGAN for any of the above above-described expensesexpenses (whether or not related to filings requested by LICENSEE), any patent applications or resulting patent patents to which such unreimbursed expenses relate shall not be included in the definition definitions of “TechnologyTECHNOLOGY” and “Licensed Patents” herein.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON shall MICHIGAN will control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using patent counsel reasonably acceptable to LICENSEE. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON MICHIGAN shall consult regularly with notify LICENSEE and, through the opportunity of all information received by MICHIGAN relating to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALON’s patent counsel, ESCALON shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of Licensed Patents, including any lapse, revocation, surrender, invalidation or abandonment of any of the Licensed Patents, in sufficient time to allow, where possible, LICENSEE to review and comment upon such information. 10.3 ESCALON MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON If MICHIGAN makes any such decision, ESCALON MICHIGAN shall notify LICENSEE promptly and in sufficient time to permit LICENSEE at its sole discretion to continue such prosecution or maintenance at LICENSEE’s 's expense. If LICENSEE elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEE’s 's expense as may be reasonably necessary for LICENSEE so to so continue such prosecution or maintenance. 10.4 LICENSEE shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide notice to LICENSEE of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, and in maintaining or asserting its inventorship or ownership interest in Licensed Patent(s), including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; and reasonable travel expenses incurred by MICHIGAN employees for the purpose of monitoring, prosecuting and maintaining the Licensed Patents, but not including any part of any ESCALON MICHIGAN employee’s 's salary. The MICHIGAN will include in the first such notice of expenses provided by ESCALON shall include all such expenses all expenses that MICHIGAN has incurred by ESCALON up to the Effective Date date with respect to all Licensed Patents (Exhibit A)that LICENSEE has not otherwise already reimbursed. LICENSEE shall reimburse ESCALON $75,000 within 18 months of the Effective Date of this Agreement. LICENSEE shall not be responsible for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% of all such expenses relating to the Licensed Patents on Exhibit B or any other Licensed Patents within Within thirty (30) days of the receipt of each such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forwardnotice, LICENSEE shall reimburse ESCALON MICHIGAN for all such expenses within 30 days of receipt of notice reasonable and reasonable documentation (including attorney invoices) of such necessary expenses. , except that MICHIGAN will not require LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. LICENSEE shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made after the Effective Datefilings, unless LICENSEE has requested such filings have been requested and approved by LICENSEE, filings; however, in any case where LICENSEE fails to reimburse ESCALON MICHIGAN promptly for any above-described expenses (whether or not related to filings requested by LICENSEE), the definitions of the above described expenses, "TECHNOLOGY" and "Licensed Patents" herein shall not include any patent applications or resulting patent shall not be included in the definition of “Technology” and “Licensed Patents” hereinpatents to which such unreimbursed expenses relate.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON MICHIGAN shall control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using except that MICHIGAN and _NEPHRION shall jointly agree upon patent counsel reasonably acceptable to LICENSEEbe retained for the prosecution of Licensed Patents. LICENSEE NEPHRION shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON MICHIGAN shall consult regularly with LICENSEE and, through the opportunity notify NEPHRION of all information received by MICHIGAN relating to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALON’s patent counsel, ESCALON shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of Licensed Patents, including any lapse, revocation, surrender, invalidation or abandonment of any of the Licensed Patents, in sufficient time to allow, where possible, XXXXXXXX to review and comment upon such information. 10.3 ESCALON MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON MICHIGAN makes such decision, ESCALON MICHIGAN shall notify LICENSEE NEPHRION promptly and in sufficient time to permit LICENSEE NEPHRION at its sole discretion to continue such prosecution or maintenance at LICENSEE’s NEPHRION’ expense. If LICENSEE NEPHRION elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEE’s NEPHRION’ expense as may be reasonably necessary for LICENSEE NEPHRION to so continue such prosecution or maintenance. 10.4 LICENSEE NEPHRION shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide notice to LICENSEE NEPHRION of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, and in maintaining or asserting its inventorship or ownership interest in Licensed Patent(s), including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; and reasonable travel expenses incurred by MICHIGAN employees for the purpose of monitoring, prosecuting and maintaining the Licensed Patents, but not including any part of any ESCALON MICHIGAN employee’s salary. The first such notice of expenses provided by ESCALON No reimbursement shall include all such expenses incurred by ESCALON up to the Effective Date with respect to all Licensed Patents (Exhibit A). LICENSEE shall reimburse ESCALON $75,000 within 18 months of the Effective Date of be required under this Agreement. LICENSEE shall not be responsible Paragraph for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% of all such expenses relating August 22, 2007 to the Licensed Patents on Exhibit B or any other Licensed Patents within thirty (30) days of receipt of such notice extent not previously paid by XXXXXXXX’s predecessor-in-interest hereunder. For all notices of expenses. LICENSEE , reimbursement shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forward, LICENSEE shall reimburse ESCALON for all such expenses be made within 30 days of the receipt of notice such notice. NEPHRION shall reimburse MICHIGAN in full for all outstanding reasonable and reasonable documentation (including attorney invoices) of such necessary expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. LICENSEE , except that NEPHRION shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made after the Effective Datefilings, unless such filings have been requested and or approved by LICENSEE, XXXXXXXX; however, in any case where LICENSEE XXXXXXXX fails to promptly reimburse ESCALON MICHIGAN for any of the above above-described expensesexpenses (whether or not related to filings requested by XXXXXXXX), any patent applications or resulting patent patents to which such unreimbursed expenses relate shall not be included in the definition definitions of “TechnologyTECHNOLOGY” and “Licensed Patents” herein.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON MICHIGAN shall administer and control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using patent counsel reasonably acceptable to LICENSEEMATRIGEN. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON MICHIGAN shall consult regularly with LICENSEE MATRIGEN and, through the opportunity to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALONMICHIGAN’s patent counsel, ESCALON MICHIGAN shall endeavor to provide LICENSEE MATRIGEN a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of the Licensed Patents. MATRIGEN shall, at its own expense, perform all actions and execute or cause to be executed all documents reasonably necessary to support such filing, prosecution, or maintenance. 10.3 ESCALON 10.2 MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON MICHIGAN makes such decision, ESCALON MICHIGAN shall notify LICENSEE MATRIGEN promptly and in sufficient time to permit LICENSEE MATRIGEN at its sole discretion to continue such prosecution or maintenance at LICENSEEMATRIGEN’s expense. If LICENSEE MATRIGEN elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEEMATRIGEN’s expense as may be reasonably necessary for LICENSEE MATRIGEN to so continue such prosecution or maintenance. 10.4 LICENSEE 10.3 MATRIGEN shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide notice to LICENSEE MATRIGEN of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; but not including any part of any ESCALON MICHIGAN employee’s salary. The first such notice of expenses provided by ESCALON MICHIGAN shall include all such expenses incurred by ESCALON MICHIGAN up to the Effective Date with respect to all Licensed Patents (Exhibit A)Patents. LICENSEE MATRIGEN shall reimburse ESCALON $75,000 MICHIGAN for all such expenses within 18 months one year of the first approval granted by the FDA allowing the sale of any Product, but in no case later than the fifth anniversary of the Effective Date of this Agreement. LICENSEE shall not be responsible for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% of all such expenses relating to the Licensed Patents on Exhibit B or any other Licensed Patents within thirty (30) days of receipt of such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALONDate. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing Effective Date forward, LICENSEE MATRIGEN shall reimburse ESCALON MICHIGAN for all such expenses within 30 days of receipt of notice and reasonable documentation (including attorney invoices) of such expenses. LICENSEE MATRIGEN shall have not be required to reimburse expenses for which MICHIGAN has actually been reimbursed by any third party under agreement with MICHIGAN specifically requiring reimbursement of these expenses (MICHIGAN shall require, from any other commercial licensee of the right Licensed Patents outside of the Field of Use, reimbursement to choose MICHIGAN of a fraction of the patent attorneys after consultation with ESCALONexpenses for the Licensed Patents licensed to that licensee). LICENSEE MATRIGEN shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made after the Effective Datefilings, unless such filings have been requested and approved by LICENSEE, MATRIGEN; however, in any case where LICENSEE MATRIGEN fails to timely reimburse ESCALON MICHIGAN for any of the above above-described expensesexpenses (whether or not related to filings requested by MATRIGEN), any patent applications or resulting patent patents to which such unreimbursed expenses relate shall not be included in the definition definitions of “Technology” and “Licensed Patents” herein.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON shall MICHIGAN has the right to control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using ; provided that MICHIGAN agrees to give due consideration to LICENSEE’s specific request for patent counsel reasonably and appointment and cooperate in good faith with LICENSEE to retain mutually acceptable to LICENSEE. counsel LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In . 10.2 MICHIGAN shall notify LICENSEE of all information received by MICHIGAN relating to the event that Escalon is unable or unwilling to prosecute or maintain filing, prosecution, maintenance, validity, infringement, and noninfringement of Licensed Patents, LICENSEE will have such rightincluding any patent searches, at its own expensevalidity searches or opinion, to filenovelty searches or opinions, prosecute lapse, revocation, surrender, invalidation or maintain such Licensed Patents. 10.2 ESCALON shall consult regularly with LICENSEE and, through the opportunity to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALON’s patent counsel, ESCALON shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance abandonment of any of the Licensed Patents, and shalt provide LICENSE copies of relevant documents, in sufficient time to allow, where possible, LICENSEE to review and comment upon such information. 10.3 ESCALON MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON If MICHIGAN makes any such decision, ESCALON MICHIGAN shall notify LICENSEE promptly and in sufficient time to permit LICENSEE at its sole discretion to continue such prosecution or maintenance at LICENSEE’s expense. If LICENSEE elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEE’s expense as may be reasonably necessary for LICENSEE to so continue such prosecution or maintenance. 10.4 LICENSEE shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide notice to LICENSEE of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, and in maintaining or asserting its inventorship or ownership interest in Licensed Patent(s), including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; and reasonable travel expenses incurred by MICHIGAN employees for the purpose of monitoring, prosecuting and maintaining the Licensed Patents, but not including any part of any ESCALON MICHIGAN employee’s salary. The MICHIGAN shall send the first such notice after January 1, 2002. MICHIGAN shall include in the first such notice of expenses provided by ESCALON shall include all such expenses all expenses not otherwise reimbursed by LICENSEE that MICHIGAN has incurred by ESCALON up to the Effective Date date with respect to all Licensed Patents (Exhibit A)Patents. LICENSEE shall reimburse ESCALON $75,000 within 18 months of the Effective Date of this Agreement. LICENSEE shall not be responsible for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% of all such expenses relating to the Licensed Patents on Exhibit B or any other Licensed Patents within Within thirty (30) days of the receipt of each such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forwardnotice, LICENSEE shall reimburse ESCALON MICHIGAN for all such expenses within 30 days of receipt of notice reasonable and reasonable documentation (including attorney invoices) of such necessary expenses. , except that MICHIGAN will not require LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. LICENSEE shall not be required to reimburse expenses incurred through foreign filings or Patent Cooperation Treaty filings made initiated after the Effective Date, unless LICENSEE has authorized such filings have been requested and approved by LICENSEE, filings; however, in any case where LICENSEE fails to promptly reimburse ESCALON MICHIGAN for any of the above above-described expensesexpenses (whether or not related to filings requested by LICENSEE), any patent applications or resulting patent shall not be included in patents to which such unreimbursed expenses relate are excluded from the definition definitions of “TechnologyTECHNOLOGY” and “Licensed Patents” herein.

PATENT APPLICATIONS AND MAINTENANCE. 10.1 ESCALON MICHIGAN shall control all aspects of filing, prosecuting, and maintaining Licensed Patents, including foreign filings and Patent Cooperation Treaty filings, using patent counsel reasonably acceptable to LICENSEE. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. In the event that Escalon is unable or unwilling to prosecute or maintain Licensed Patents, LICENSEE will have such right, at its own expense, to file, prosecute or maintain such Licensed Patents. 10.2 ESCALON MICHIGAN shall consult regularly with LICENSEE and, through the opportunity to review drafts and all correspondence with U.S. and foreign patent offices, and the right to consult on a full disclosure basis with ESCALON’s MICHIGAN’S patent counsel, ESCALON MICHIGAN shall endeavor to provide LICENSEE a meaningful opportunity to review and participate in all decisions regarding the filing, prosecution and maintenance of the Licensed Patents. 10.3 ESCALON MICHIGAN may in its sole discretion decide to refrain from or to cease prosecuting or maintaining any of the Licensed Patents, License Patents including any foreign filing or any Patent Cooperation Treaty filing. In the event that ESCALON MICHIGAN makes such decision, ESCALON MICHIGAN shall notify LICENSEE promptly and in sufficient time to permit LICENSEE at its sole discretion to continue such prosecution or maintenance at LICENSEE’s expense. If LICENSEE elects to continue such prosecution or maintenance, ESCALON MICHIGAN shall execute such documents and perform such acts at LICENSEE’s expense as may be reasonably necessary for LICENSEE to so continue such prosecution or maintenance. 10.4 LICENSEE shall reimburse patent expenses paid by ESCALON MICHIGAN as follows: ESCALON MICHIGAN shall provide periodic notice to LICENSEE and documentation of all reasonable and necessary out-of-pocket expenses paid by ESCALON MICHIGAN in external monitoring, drafting, filing, prosecuting and maintaining the Licensed Patents, including without limitation fees paid to outside counsel or consultants; patent office fees for filing, prosecution, reissue, reexamination and issue; maintenance fees; fees for foreign filings and Patent Cooperation Treaty filings; but not including any part of any ESCALON MICHIGAN employee’s salary. The first such notice of expenses provided by ESCALON shall include all such expenses incurred by ESCALON up to the Effective Date with respect to all Licensed Patents (Exhibit A). LICENSEE shall reimburse ESCALON $75,000 within 18 months of the Effective Date of this Agreement. LICENSEE shall not be responsible MICHIGAN for further reimbursement of the remaining unreimbursed portion of such expenses. Thereafter ESCALON shall provide LICENSEE with periodic notice of expenses incurred prior to the Required $1,000,000 Funding Closing. LICENSEE shall reimburse ESCALON for 100% (a) *** of all such expenses relating to Licensed Patents defined under subparagraphs 2.2 (i) and (ii) above; (b) *** of expenses relating to U.S. Application Serial No. 09/775,069; (c) *** of expenses with respect to U.S. Application Serial No. 09/775,106; and (d) *** of expenses relating to the Licensed Patents on Exhibit B or any other Licensed Patents defined in subparagraphs 2.2 (v)-(vii) above. LICENSEE shall provide such reimbursement within thirty (30) days of its receipt of each such notice of expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. With regard to expenses which are incurred from the Required $1,000,000 Funding Closing forward, LICENSEE shall reimburse ESCALON for all such expenses within 30 days of receipt of notice and reasonable documentation (including attorney invoices) of such expenses. LICENSEE shall have the right to choose the patent attorneys after consultation with ESCALON. LICENSEE shall not be required to reimburse expenses incurred through foreign filings for which MICHIGAN has actually been reimbursed by any third party under an agreement with MICHIGAN specifically requiring reimbursement of these expenses. From any other exclusive commercial licensee of the Licensed Patents outside of the Field of Use, MICHIGAN shall require reimbursement, or Patent Cooperation Treaty filings made after shall apply a fraction of the Effective Daterevenue received from that licensee towards reimbursement, unless of a fraction of the patent expenses for the Licensed patents licensed to that licensee, so that such filings have been requested and approved by LICENSEElicensee bears a pro rata burden of expense reimbursement. For example, if another exclusive licensee of the Licensed Patents outside the Field of Use specifically reimburses *** of expenses with respect to RE37,585, LICENSEE shall not owe MICHIGAN any further moneys related to such expenses; if, however, in any case where LICENSEE fails to reimburse ESCALON such licensee specifically reimburses MICHIGAN for any only *** of the above described such expenses, any patent applications or resulting patent shall not then LICENSEE would be included in required to make up the definition difference up to its *** requirement and thus reimburse MICHIGAN for the remaining *** of “Technology” and “Licensed Patents” hereinsuch expenses.