Common use of Patent Applications Clause in Contracts

Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTI; (c) MAS will provide CTI with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “PTO”) or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTI, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI wishes MAS to proceed with any actions in connection with the Patents or Patent Applications.

Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTI; (c) MAS will provide CTI with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “PTO”) or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTI, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, . MAS will provide a copy of such notice to CTI within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI wishes MAS to proceed with any actions in connection with the Patents or Patent Applications.

Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTIIllumeSys, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTIIllumeSys, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTIIllumeSys and IllumeSys shall reimburse MAS for fifty percent (50%) of all out-of-pocket legal, filing, prosecution and maintenance expenses incurred by MAS in connection with the Patents and Patent Applications; (c) MAS will provide CTI IllumeSys with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “PTO”) or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTIlllumeSys, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI IllumeSys with copies of any notices and other correspondence received by CTI lllumeSys from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTIIllumeSys, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI IllumeSys to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI lllumeSys the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI IllumeSys within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI lllumeSys to allow CTI IllumeSys to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI IllumeSys wishes MAS to proceed with any actions in connection with the Patents or Patent Applications.

Patent Applications. It is understood by Each party shall have the exclusive right and ------------------- responsibility, subject to the terms of this Section, to file, prosecute and maintain patent applications included in the Collaboration Patent Rights in all countries of its respective Territory. All such patent applications shall be in the name of Phytera and Tsumura jointly. For the purposes of this Section, the "Primary Patenting Party" shall mean Tsumura in the Tsumura Territory and Phytera in the Phytera Territory. In the event that the Primary Patenting Party fails or elects not to file, prosecute or maintain such patent applications in a specific country in its Territory, then such party shall notify the other of its decision and the other party shall have the right but not the obligation to file, prosecute or maintain any such patent applications in such country in the joint names of Tsumura and Phytera. If the other party chooses to file, prosecute or maintain any such patent applications in such country, then (i) the license granted to the Primary Patenting Party pursuant to Article 4 with respect to any Compound or Product identified in any such patent application shall terminate for such country, (ii) the other party shall have the right to undertake development and commercialization activities related to such Compound or Product in such country and (iii) the other party shall have the obligation to pay royalties to the Primary Patenting Party in accordance with Appendix C with respect to all sales in such country of any Product identified in such patent application. Each Primary Patenting Party shall to the extent reasonably possible notify the other party of its intention not to pursue such patent applications with sufficient time to allow the other party to protect such patent rights prior to the expiration or abandonment of such rights. In addition, when the Primary Patenting Party's rights granted under Article 4 with respect to any particular Compound or Product terminate pursuant to Sections 2.4.4 or 4.2.2 or when Tsumura's rights to any Extract granted under Section 3.2.1 terminate pursuant to Section 2.3.4, the other party shall have the right but not the obligation to file, prosecute or maintain any patent applications with respect to such Compound or Product or any discoveries with respect to such Extract in any country in the world. For avoidance of any doubt, the parties acknowledge that, pursuant to in any event and under any circumstance, any and all patent applications shall be made in the Baylor Technology Transfer Agreementjoint names of Phytera and Tsumura. Each patenting party shall be responsible for all costs associated with the preparation, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering such patent applications filed, or to be filed, in the Baylor Technologycountries in which the party is filing patent applications. The parties agree thatEach party shall make available to the other party or its authorized attorneys, as between MAS and CTIagents or representatives, MAS shall be responsible for deciding whether and how employees, agents or consultants to the extent necessary or appropriate to enable such party to file, prosecute and maintain the Patents patent applications and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (b) resulting patents for its respective Territory with respect to any action permitted under Section 5.5 Inventions and for periods of time sufficient for such party to obtain the Baylor Technology Transfer Agreement assistance it needs from such personnel. Where appropriate, each party shall sign or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable cause to CTI; (c) MAS will provide CTI with (i) drafts of have signed all filings documents relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “PTO”) said patent applications or any third party relating patents at no charge to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTI, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI wishes MAS to proceed with any actions in connection with the Patents or Patent Applicationsparty.

Patent Applications. It is understood by the parties that, pursuant Dermata shall deliver to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTI; (c) MAS will provide CTI with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “PTO”) or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTI, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI Licensor within five (5) business days of a written request by Licensor copies of any patent applications filed by Dermata prior to the date of this Amendment relating to Sponge, subject to a customary common interest agreement, provided that the contents of such applications shall be treated as Dermata Confidential Information subject to Article 6 and the definition of Confidential Information so long as Xxxxx Xxxxxxx is not deemed an inventor of any subject matter claimed in such application pursuant to this Section 3.7. Not later than thirty (30) days after the filing by Dermata of any other patent application during the Term relating to Sponge, Dermata shall deliver to Licensor a copy of such application provided that such applications and their contents shall be treated as Dermata Confidential Information subject to Article 6 and the definition of Confidential Information so long as Xxxxx Xxxxxxx is not deemed an inventor of any subject matter claimed in such application pursuant to this Section 3.7. If Licensor reasonably believes that such application(s) should include additional inventors or that Xxxxx Xxxxxxx should be named as the sole inventor with respect to the subject matter of one or more claims in any United States non-provisional patent applications, PCT application or any national stage counterpart applications filed in any jurisdiction in the Territory, claiming priority to or through such applications (“Dermata Challenged Claims”), then Licensor shall provide written notice to Dermata containing evidence relating to the inventorship of the Dermata Challenged Claims and the Parties shall meet and confer in good faith with regards to the inventorship of such Dermata Challenged Claims. If the Parties fail to agree within thirty (30) days of Dermata’s receipt of such written notice whether or not an additional inventor should be added to the application or whether Xxxxx Xxxxxxx should be named as a sole inventor with respect to one or more Dermata Challenged Claims, the Parties will use an independent patent attorney who has never been engaged or employed by MASand has no relationship with either Licensor or Dermata or any of their Affiliates, officers or directors (the “Independent Patent Attorney”), and who is reasonably acceptable to both Licensor and Dermata to resolve such dispute, on a claim by claim basis, at the cost equally shared by Dermata and Licensor, except as provided below. MAS The parties agree to cooperate in selecting an Independent Patent Attorney expeditiously, disclosing to each other any circumstances of acquaintance and allowing each other to interview any proposed Independent Patent Attorney. If the parties have not agreed on an Independent Patent Attorney within fifteen (15) days from the expiration of the 30-day meet and confer period herein, Dermata shall provide to Licensor a list of three (3) Independent Patent Attorneys, and Licensor may select one from such list. If Licensor selects an Independent Patent Attorney from such list, Dermata shall solely pay the cost of such Independent Patent Attorney. If Licensor does not select an Independent Patent Attorneys from the list provided by Dermata, then Licensor shall provide to Dermata a list of three Independent Patent Attorneys, and Dermata shall be required to select from such list, except for good cause and Licensor shall solely pay the cost of such Independent Patent Attorney selected by Dermata. Licensor and Dermata will then take each have an equal opportunity to present their positions and support to such Independent Patent Attorney selected by the parties. Licensor and Dermata shall maintain all actions requested by CTI communications with the Independent Patent Attorney, or otherwise related to allow CTI this Section 3.7 strictly confidential, to retain its rights granted be shared only with their respective counsel, and agree that the same shall be treated as attorney-client privileged in any proceedings involving third parties. The decision of the Independent Patent Attorney with regard to the inventorship of each Dermata Challenged Claim matter shall be final, and neither Licensor nor Xxxxx Xxxxxxx shall thereafter challenge the inventorship, ownership, validity or enforceability of any such Dermata Challenged Claims in any forum, whether legal or administrative. If Xxxxx Xxxxxxx is named as the sole inventor on any patent application or issued patent pursuant to the process set forth in this paragraph, such patent application or issued patent shall be deemed a Licensed Patent, any Know-How disclosed in such application shall be deemed Licensed Know-How, and Dermata shall not thereafter challenge the inventorship, ownership, validity or enforceability of any such claims in any forum, whether legal or administrative. If Xxxxx Xxxxxxx is named as a co-inventor on any patent application or issued patent pursuant to process set forth in this paragraph, any such patent applications or patents shall be deemed Joint Patents. All inventorship determinations made with respect to one or more Dermata Challenged Claims under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI wishes MAS to proceed with any actions in connection with the Patents or Patent ApplicationsSection 3.7 shall be controlled by United States Law.”

Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTI; (c) MAS will provide CTI with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “"PTO”") or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTI, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI wishes MAS to proceed with any actions in connection with the Patents or Patent Applications.

Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTIIllumeSys, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications shall be acceptable to CTIIllumeSys, such acceptance not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTIIllumeSys and IllumeSys shall reimburse MAS for fifty percent (50%) of all out-of-pocket legal, filing, prosecution and maintenance expenses incurred by MAS in connection with the Patents and Patent Applications; (c) MAS will provide CTI IllumeSys with (i) drafts of all filings relating to the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the Patent and Trademark Office (the “"PTO”") or any third party relating to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTIIllumeSys, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI IllumeSys with copies of any notices and other correspondence received by CTI IllumeSys from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, including, but not limited to, any notices received by MAS pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (e) MAS will, if requested by CTIIllumeSys, provide notice to Baylor under any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI IllumeSys to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI IllumeSys the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy of such notice to CTI IllumeSys within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI IllumeSys to allow CTI IllumeSys to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor in the event CTI IllumeSys wishes MAS to proceed with any actions in connection with the Patents or Patent Applications.

Patent Applications. It is understood by (i) Menicon shall receive all right, title and interest in the parties thatindicated patents and patent applications. From the Closing Date until the one year anniversary following the Closing Date, pursuant Contacts shall reimburse Menicon up to a maximum of [***] for the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications[***], provided that: (a) all decisions of MAS (whether substantive or procedural) concerning whether and how to file, prosecute and/or maintain any Patents and Patent Applications that Menicon shall be acceptable to CTIuse patent counsel approved by Contacts, such acceptance approval not to be unreasonably withheld; (b) with respect to any action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreement, MAS will use legal counsel reasonably acceptable to CTI; (c) MAS will provide CTI with (i) drafts of all filings relating . This [***] reimbursement shall be in addition to the Patents and Patent Applications and [***] of commercially reasonable [***] which Menicon is authorized to deduct from earnout payments as referenced in Section 2(e)(vii) herein. Contacts shall make reimbursement payments to Menicon within ten (10) Business Days of receipt of a copy of such patent counsel’s invoice to Menicon. (ii) drafts Menicon shall have a further obligation to continue prosecution of all correspondence [***] and hereby covenant to be sent by MAS use their best efforts to Baylorobtain allowance and issuance of such patent applications as valid, enforceable patents. [***] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Patent Securities and Trademark Office (the “PTO”) or any third party relating to the Patents and Patent ApplicationsExchange Commission. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld; (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating to the Patents and Patent Applications, includingThese best efforts include, but are not limited to, any notices received by MAS pursuant retaining competent patent counsel to Section 5.5 conduct the prosecution of the Baylor Technology Transfer Agreement; (eindicated patent applications and timely paying all fees and giving authorization for any actions that need to be taken to advance the indicated patent applications to issuance or allowance subject to the conditions of selection of patent counsel in 6(d)(ii) MAS will, if requested above. Menicon shall promptly report all actions taken in the prosecution of the indicated patent applications. Such actions may include any action issued by CTI, provide notice to Baylor under a corresponding patent office in any of the circumstances permitting notice pursuant indicated applications and any response to Section 5.5 such or other actions taken by Menicon or its agents in any of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure indicated patent protection of any rights regarding the Licensed Technology and agrees to execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreementapplications. In the event MAS receives that Menicon determines that its best efforts have failed and that allowance of any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Datepatent applications cannot be reasonably achieved, MAS Menicon will provide a copy notify Contacts of such notice circumstances and, prior to CTI within five abandoning any rights in such application, specify to the Contacts Parties which applications they will not pursue (5) business days of receipt “Waived Applications”). Thereupon, Contacts may, at its own expense, continue prosecution of such notice by MASWaived Applications on behalf of Menicon. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreement, including, but not limited to, promptly notifying Baylor Any patent that is issued upon any such Waived Applications shall be in the event CTI wishes MAS to proceed name of Menicon or its designee. Menicon shall cooperate with the Contacts Parties in any actions the Contacts Parties choose to take in connection with the Patents or Patent Applicationssuch continued prosecution.

Patent Applications. It is understood by the parties thatCOPYRIGHT REGISTRATION, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor TechnologyRENEWAL AND -------------------------------------------------------- LITIGATION AND DISPOSAL. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that:----------------------- (a) Grantor shall have the duty diligently, through counsel reasonably acceptable to Secured Party, to (x) prosecute any patent application relating to any of the Patents specifically identified in Schedule A annexed hereto that is ---------- pending as of the date of this Agreement, and to make application on any existing or future unpatented but patentable invention, and (y) to make any application for Registration on an existing or future unregistered but copyrightable works (except for works of nominal commercial value) and (z) to do any and all decisions acts which are necessary or desirable to preserve and maintain all rights in all Patents and Registration. Any expenses incurred in connection therewith shall be borne solely by Grantor. Grantor shall not abandon any right to file a patent application or any pending patent or registration application or any Patent or Copyright without the prior written consent of MAS Secured Party. Notwithstanding anything contained in this subsection 9(a), Grantor need not make federal application with respect to or take other action to preserve or maintain, and may abandon, sell, assign (whether substantive by operation of law or procedural) concerning whether and how otherwise), any right to filefile a patent or registration application, prosecute and/or maintain any pending patent or registration applications or any Patents or Copyrights which are not, individually or in the aggregate, material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Patents or Copyrights or to the extent consistent with past practices and Patent Applications shall be acceptable to CTI, such acceptance not to be unreasonably withheld;good business judgment. (b) Except as provided in Section 9(d), Grantor shall have the right to commence and prosecute in its own name, as real party in interest, for its own benefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, or other damage or reexamination or reissue proceedings as are in its reasonable business judgment necessary to protect the Collateral. Secured Party shall provide, at Grantor's expense, all reason able and necessary cooperation in connection with respect to any such suit, proceeding or action permitted under Section 5.5 of the Baylor Technology Transfer Agreement or Section 5.5 of this Agreementincluding, MAS will use legal counsel reasonably acceptable to CTI;without limitation, joining as a necessary party. (c) MAS will provide CTI with Grantor shall promptly, following its becoming aware thereof, notify Secured Party of the institution of, or of any adverse determination in, any proceeding (i) drafts of all filings relating to whether in the Patents and Patent Applications and (ii) drafts of all correspondence to be sent by MAS to Baylor, the United States Patent and Trademark Office (or in the “PTO”United States Copyright Office or any federal, state or local court) described in Section 9(a) or 9(b) or regarding Grantor's interests in any third party relating Collateral. Grantor shall provide to the Patents and Patent Applications. Final versions of all such filings and correspondence shall be acceptable to CTI, such acceptance not to be unreasonably withheld;Secured Party any information with respect thereto reasonably requested by Secured Party. (d) MAS will promptly provide CTI with copies of any notices and other correspondence received by CTI from Baylor, the PTO or any other third party relating Anything contained herein to the Patents contrary notwithstanding, upon the occurrence and Patent Applicationsduring the continuation of an Event of Default, including, Secured Party shall have the right (but not limited tothe obligation) to bring suit, in the name of Grantor, Secured Party or otherwise, to enforce any notices received by MAS pursuant to Section 5.5 Patent, Registration, Copyright or Copyright Rights and any license thereunder, in which event Grantor shall, at the request of the Baylor Technology Transfer Agreement; (e) MAS willSecured Party, if requested by CTI, provide notice to Baylor under do any of the circumstances permitting notice pursuant to Section 5.5 of the Baylor Technology Transfer Agreement; (f) MAS agrees to cooperate with CTI to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Licensed Technology and agrees to all lawful acts and execute any and all documents to give CTI the full benefit of the sublicenses and licenses granted herein; (g) MAS represents and warrants that, as of the Effective Date, it has not received any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement. In the event MAS receives any notices from Baylor pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Technology Transfer Agreement after the Effective Date, MAS will provide a copy required by Secured Party in aid of such notice to CTI within five (5) business days of receipt of such notice by MAS. MAS will then take all actions requested by CTI to allow CTI to retain its rights granted under this Agreementenforcement and Grantor shall promptly, includingupon demand, but not limited to, promptly notifying Baylor reimburse and indemnify Secured Party as provided in the event CTI wishes MAS to proceed with any actions Section 17 in connection with the Patents exercise of its rights under this Section 8. To the extent that Secured Party shall elect not to bring suit to enforce any Patent, Registration, Copyright or Patent ApplicationsCopyright Rights or any license thereunder as provided in this Section 9(d), Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement by others of any of the Patents, Registrations, Copyrights or Copyright Rights which are, individually or in the aggregate, material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Patents, Registrations, Copyrights or Copyright Rights, and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing necessary to prevent such infringement.