Common use of Patent Costs Clause in Contracts

Patent Costs. Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to the Effective Date, less any such patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety (90) day period following the date of such notice. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.

Patent Costs. Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees agreement to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed certain Patent Rights Costs incurred by TSRI up prior to the Effective Date. Accordingly, less any such patent costs and expenses previously reimbursed Licensee will reimburse TSRI for [***] of Patent Costs incurred by Licensee under TSRI prior to the Option AgreementEffective Date within [***] days after the Effective Date. Licensee agrees to pay and shall also be responsible for paying all future Patent Costs. Licensee shall pay to TSRI all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel Costs within thirty (30) [***] days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and itemizing such expenses. For the avoidance of doubt, should If Licensee does not timely pay any patent costs and expenses Patent Costs due to TSRI for work performed by TSRI’s OPC or independent due to outside patent counsel for work performed by such outside patent counsel pursuant to this Section 6.2, and Licensee fails to cure such nonpayment within thirty (30) [***] days after Licenseereceiving TSRI’s receipt of any itemized invoice thereforwritten notice regarding the same, then TSRI shall have the right, at its sole discretion, right to cease all further patent prosecution and maintenance and allow the Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly , and to independent counsel, or instruct the joint outside patent counsel to TSRIdo the same. Licensee may elect with a minimum of ninety (90) [***] days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance fees and costs incurred prior to the date of such notice of election and for a ninety (90) during such [***] day period following the date of such noticenotice period. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert exclusively to TSRI and may be freely licensed by TSRI.

Patent Costs. Licensee Company acknowledges and agrees that the licenses granted hereunder are in partial consideration for LicenseeCompany’s assumption of patent costs and expenses Patent Costs as described herein. Licensee agrees to pay and Company shall pay for to TSRI all expenses referenced in Patent Costs associated with the work performed by OPC with respect to the Licensed Patent Rights under Sections 8.1 and 8.2 hereof8.2, and shall either pay to TSRI or pay directly to outside patent counsel all Patent Costs associated with the work performed by such outside patent counsel with respect to the Licensed Patent Rights under Sections 8.1 and 8.2. In addition, Licensee Company agrees to reimburse and shall reimburse TSRI *** for all patent costs and expenses previously paid or associated with Licensed Patent Rights Costs incurred by TSRI up prior to the Effective Date, less any such patent costs of which *** shall be due and expenses previously reimbursed by Licensee under payable within 15 days after the Option AgreementEffective Date and *** shall be due and payable on the first anniversary of the Effective Date. Licensee Company agrees to pay and shall pay all such past and future patent expenses Patent Costs associated with the such work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel OPC and/or its independent outside patent counsel within thirty (30) 30 days after Licensee Company receives an itemized invoice therefor. Failure of Licensee If Company fails to pay or reimburse Patent Costs with respect to any patent costs and expenses application or patent within Licensed Patent Rights in any country as set forth in this Section 8.3 and does not cure such failure within 30 days after TSRI’s written demand for such payment or reimbursement, then TSRI shall immediately relieve TSRI from be relieved of its obligation to incur any further Patent Costs with respect to such patent costs application or patent in the applicable country, and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandonedmaintenance of such patent application or patent in the applicable country. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee Company may elect with a minimum of ninety (90) 60 days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent RightsRights on a country-by-country basis. Licensee Company shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety (90) day period following the date of such noticeelection. Any such patent application or patent in such country(ies) so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.

Patent Costs. Licensee acknowledges and agrees that the licenses license granted hereunder are is in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all reasonable expenses referenced in Sections Section 8.1 hereof for work performed by TSRI’s Office of Patent Counsel and 8.2 hereofits independent counsel. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all reasonable patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to the Effective Date, less any such patent costs and expenses previously reimbursed by Licensee under the Option AgreementRights. Licensee agrees to pay and shall pay all such past and future patent reasonable expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For expenses or to continue to prosecute the avoidance of doubtpatent applications; provided, should Licensee not pay any however, that TSRI’s obligation to incur patent costs and expenses due and to TSRI or independent counsel within thirty (30) days after prosecute the patent applications shall, to the extent possible, be immediately restored upon Licensee’s receipt payment of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all such patent prosecution costs and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRIexpenses. Licensee may elect with a minimum of ninety (90) days’ days prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent RightsRights in those jurisdictions specified in such written notice. Licensee shall remain liable for all patent prosecution and maintenance costs of such patents or patent applications incurred prior to the date of notice of election and for a ninety (90) day period following the date of such notice. Any such patent application or patent so elected shall shall, for the jurisdictions specified in the written notice, immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission

Patent Costs. (a) Upon execution of this Agreement, Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay to Salk *** as reimbursement for Patent Costs incurred through the Effective Date with respect to the U.S. patents and patent applications within the Patent Rights. (b) Licensee shall reimburse Salk for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights Costs incurred by TSRI up to after the Effective Date. Salk will provide an invoice to Licensee for Patent Costs at least semiannually, less any and Licensee shall reimburse Salk for such patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel Costs within thirty (30) days after Licensee receives an itemized invoice therefordelivery of any such invoice. Pursuant to Section 8.5, late payments shall be subject to a charge of one and one-half percent (1.5%) per month compounded or the highest amount allowed by law, whichever is lower. The payment of such late charges shall not prevent Salk from exercising any other rights it may have as a consequence of the lateness of any payment. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute will be considered a material breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. . (c) Licensee may elect with a minimum of ninety (90) days’ prior to surrender its Patent Rights in any country by providing to Salk written notice of such intent at least forty-five (45) days prior to TSRIsuch surrender. Such notice may be provided by mail, electronic mail or facsimile directly to discontinue payment Salk Patent Counsel. Such notice shall not relieve Licensee from responsibility to reimburse Salk for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs patent-related expenses incurred prior to the date expiration of notice of election and for a ninety the forty-five (9045) day notice period following (or such longer period specified in Licensee’s notice). In the date of such notice. Any event Licensee elects to surrender any Patent Rights, such patent application or patent so elected shall immediately be excluded from the definition of Licensed the Patent Rights and from the scope of the licenses license granted under this Agreement, and all rights relating thereto shall revert to TSRI Salk and may be freely licensed by TSRISalk. *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Patent Costs. Licensee acknowledges and agrees that 8.2.1 Subject to Section 8.2.3, within 30 days after the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to the New Effective Date, less any such patent Licensee will reimburse Penn for all documented out-of-pocket costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or and maintenance of any patent application and/or patent within Licensed Penn Patent Rights and Joint Patent Rights. Licensee shall remain liable for , including all patent prosecution accrued and maintenance costs documented attorney fees, expenses, official and filing fees (“Patent Costs”), incurred prior to the date of notice of election and for a ninety (90) day period following New Effective Date or the date at which such Patent Rights are added to the License (as applicable), which have not otherwise been reimbursed by Licensee or other licensees of such noticePenn Patent Rights (“Historic Patent Costs”). Any such patent application or patent so elected Historic Patent Costs for the Discovery Patent Rights that were incurred prior to the New Effective Date shall immediately be excluded from Licensee’s reimbursement obligation to Penn. Notwithstanding the definition first sentence of Licensed this Section 8.2.1, for Penn Patent Rights or Joint Patent Rights licensed by Penn to more than one licensee, Licensee shall be responsible for payment to Penn of a pro rata share of such documented Historic Patent Costs based on the number of licensees for such Penn Patent Rights or Joint Patent Rights. 8.2.2 Licensee will bear (a) all Patent Costs incurred during the Term, for Penn Patent Rights (other than Discovery Patent Rights) and Joint Patent Rights, (b) for Discovery Patent Rights, all Patent Costs incurred during the period beginning on the New Effective Date and thereafter until the expiration of the last Discovery Patent Right (collectively, “Ongoing Patent Costs”). Notwithstanding the foregoing, for Penn Patent Rights or Joint Patent Rights licensed by Penn to more than one licensee, Licensee shall be responsible for payment to Penn of a pro rata share of such documented Ongoing Patent Costs based on the number of licensees for such Penn Patent Rights or Joint Patent Rights. No later than sixty (60) days prior to the end of each Calendar Year during the Term, Penn shall provide to Licensee, a good faith estimate and budget for the Ongoing Patent Costs anticipated to be incurred for the next Calendar Year and, to the extent applicable, Licensee’s proportionate share of such Ongoing Patent Costs. This Section 8.2.2 is subject to Section 8.1.4 above. 8.2.3 Licensee shall pay in advance the Patent Counsel’s estimated costs for undertaking material patent actions with respect to Penn Patent Rights and from Joint Patent Rights before Penn authorizes the scope Patent Counsel to proceed (“Advance Payment”). Notwithstanding whether Licensee makes an Advance Payment for any patent action, Licensee shall bear its pro rata share (based on the number of licensees for such Penn Patent Rights or Joint Patent Rights) of all Patent Costs with respect to Penn Patent Rights and Joint Patent Rights as set forth in Section 8.2.1 or Section 8.2.2 and shall pay such amounts within [***] of receipt of invoice for such patent actions. For clarity, the licenses granted under this Agreement, term “Patent Costs” means and all rights relating thereto shall revert to TSRI includes Historic Patent Costs and may be freely licensed by TSRIOngoing Patent Costs.

Patent Costs. (a) All Patent Costs incurred after the Effective Date shall be paid by Licensee acknowledges within [***] days after receipt of Salk’s invoice therefor providing a reasonably detailed description of the Patent Costs. Additionally, Licensee shall be liable to Salk for all of Salk’s Patent Costs associated with actions that will be taken by patent counsel after the Term of this Agreement but in response to any instructions that were sent during the Term of this Agreement from Salk to patent counsel relating to the Licensed Patent Rights, to the extent such instructions were requested by Licensee in response to a specific office action or notice from a patent office and agrees that are fully implemented within [***] days after the licenses granted hereunder end of the Term (the “Post-Term Patent Costs”). (b) Within [***] days after receiving an invoice from Salk, Licensee will reimburse Salk for all Patent Costs related to Licensed Patent Rights. Payments pursuant to this Section 8.2 are in partial consideration for Licensee’s assumption not creditable against any other amounts due under this agreement. Pursuant to Section 9.5, late payments shall be subject to an additional charge. The payment of patent costs and expenses such late charges shall not prevent Salk from exercising any other rights it may have as described hereina consequence of the lateness of any payment. Licensee agrees Failure to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, within [***] days will be considered a material breach of this Agreement. (c) Licensee agrees may elect to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with surrender any Licensed Patent Rights incurred in any country by TSRI up providing to the Effective Date, less any Salk written notice of such patent costs and expenses previously reimbursed by Licensee under the Option Agreementintent at least [***] days prior to such surrender. Licensee agrees to pay and Such notice shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses be provided as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned13. Such action by TSRI notice shall not constitute a breach of this Agreement. Payment can be made directly relieve Licensee from responsibility to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ prior written notice to TSRI, to discontinue payment reimburse Salk for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs Costs incurred prior to the date expiration of the [***] day notice of election and for period (or such longer period specified in Licensee’s notice). In the event Licensee elects to surrender any Licensed Patent Rights in a ninety (90) day period following the date of such notice. Any country, such patent application or patent so elected shall immediately shall, following such surrender, be excluded from the definition of the Licensed Patent Rights and from the scope of the licenses license granted under this Agreement, and all rights relating thereto shall revert to TSRI Salk and may be freely licensed by TSRISalk.

Patent Costs. Licensee acknowledges and agrees that the licenses license granted hereunder are is in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections Section 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse reimburse, and shall reimburse reimburse, TSRI for all reasonable, unreimbursed patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to as of the Effective Date. Licensee agrees to pay, less any and shall pay, all such unreimbursed past patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and reasonable future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. , For the avoidance of doubt, should Licensee not pay be in arrears for any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice thereforcounsel, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow the Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ days prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within the Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety (90) day period following the date of such notice. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.

Patent Costs. Licensee acknowledges and agrees that the licenses license granted hereunder are is in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to the Effective Date, less any such patent costs and expenses previously reimbursed by Licensee under the Option AgreementSection 8.1. Licensee also agrees to pay and shall pay [***…***] according to schedule in Exhibit E, as well as all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel selected in accordance with Section 8.1 within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay be more than thirty (30) days in arrears for any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice thereforcounsel, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not not, by itself, constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI, at Licensee’s sole election. Licensee may elect with a minimum of ninety thirty (9030) days’ days prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety thirty (9030) day period following the date of such notice. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.

Patent Costs. Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to the Effective Date, less any such patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety (90) day period following the date of such notice. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.Patent

Patent Costs. Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees 1.1.1 Subject to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In additionSection 7.2.3, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights incurred by TSRI up to within [***] after the Effective Date, less any such patent Licensee will reimburse Penn for all documented out-of-pocket costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. Licensee may elect with a minimum of ninety (90) days’ prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or and maintenance of any patent application and/or patent within Licensed Penn Patent Rights and Joint Patent Rights. Licensee shall remain liable for , including all patent prosecution accrued and maintenance costs documented attorney fees, expenses, official and filing fees (“Patent Costs”), incurred prior to the date of notice of election and for a ninety (90) day period following Effective Date or the date at which such Patent Rights are added to the License (as applicable), which have not otherwise been reimbursed by Licensee or other licensees of such noticePenn Patent Rights (“Historic Patent Costs”). Any such patent application or patent so elected Historic Patent Costs for the Discovery Patent Rights that were incurred prior to the Effective Date shall immediately be excluded from Licensee’s reimbursement obligation to Penn. Notwithstanding the definition first sentence of Licensed this Section 7.2.1, for Penn Patent Rights or Joint Patent Rights licensed by Penn to more than one licensee, Licensee shall be responsible for payment to Penn of a pro rata share of such documented Historic Patent Costs based on the number of licensees for such Penn Patent Rights or Joint Patent Rights. 1.1.2 Licensee will bear (a) all Patent Costs incurred during the Term, for Penn Patent Rights (other than Discovery Patent Rights) and Joint Patent Rights, (b) for Discovery Patent Rights, all Patent Costs incurred during the period beginning on the Effective Date and thereafter until the expiration of the last Discovery Patent Right (collectively, “Ongoing Patent Costs”). Notwithstanding the foregoing, for Penn Patent Rights or Joint Patent Rights licensed by Penn to more than one licensee, Licensee shall be responsible for payment to Penn of a pro rata share of such documented Ongoing Patent Costs based on the number of licensees for such Penn Patent Rights or Joint Patent Rights. No later than [***] prior to the end of each Calendar Year during the Term, Penn shall provide to Licensee, a good faith estimate and budget for the Ongoing Patent Costs anticipated to be incurred for the next Calendar Year and, to the extent applicable, Licensee’s proportionate share of such Ongoing Patent Costs. This Section 7.2.2 is subject to Section 7.1.4 above. 1.1.3 Licensee shall pay in advance the Patent Counsel’s estimated costs for undertaking material patent actions with respect to Penn Patent Rights and from Joint Patent Rights before Penn authorizes the scope Patent Counsel to proceed (“Advance Payment”). Notwithstanding whether Licensee makes an Advance Payment for any patent action, Licensee shall bear its pro rata share (based on the number of licensees for such Penn Patent Rights or Joint Patent Rights) of all Patent Costs with respect to Penn Patent Rights and Joint Patent Rights as set forth in Section 7.2.1 or Section 7.2.2 and shall pay such amounts within [***] of receipt of invoice for such patent actions. For clarity, the licenses granted under this Agreement, term “Patent Costs” means and all rights relating thereto shall revert to TSRI includes Historic Patent Costs and may be freely licensed by TSRIOngoing Patent Costs.

Patent Costs. Licensee acknowledges and agrees that the licenses license granted hereunder are is in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI Twenty Four Thousand Six Hundred Forty Three Dollars ($24,643.00) for all patent costs fees and expenses previously paid or associated incurred in connection with Licensed Patent Rights incurred by TSRI up to the Effective Datewhich are as of October 31, less any such patent costs and expenses previously reimbursed by Licensee under the Option Agreement2006. Licensee agrees to pay and shall pay all such past fees, costs, and future cost and patent expenses fees associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel Independent Counsel to prepare, prosecute, and maintain the Licensed Patent Rights within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay be in arrears for any patent costs and expenses due to TSRI or for independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice thereforcounsel, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI, as the Parties may agree. Licensee may elect with a minimum of ninety (90) days’ days prior written notice to TSRI, to discontinue payment for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs incurred prior to the date of notice of election and for a ninety (90) day period following the date of such notice. Any such patent application or patent so elected shall immediately be excluded from the definition of Licensed Patent Rights and from the scope of the licenses granted under this Agreement, and all rights relating thereto shall revert to TSRI and may be freely licensed by TSRI.

Patent Costs. (a) Upon execution of this Agreement, Licensee acknowledges and agrees that the licenses granted hereunder are in partial consideration for Licensee’s assumption of patent costs and expenses as described herein. Licensee agrees to pay and shall pay to Salk [***] as reimbursement for Patent Costs incurred through the Effective Date with respect to the U.S. patents and patent applications within the Patent Rights. (b) Licensee shall reimburse Salk for all expenses referenced in Sections 8.1 and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI for all patent costs and expenses previously paid or associated with Licensed Patent Rights Costs incurred by TSRI up to after the Effective Date. Salk will provide an invoice to Licensee for Patent Costs at least semiannually, less any and Licensee shall reimburse Salk for such patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel Costs within thirty (30) days after Licensee receives an itemized invoice therefordelivery of any such invoice. Pursuant to Section 8.5, late payments shall be subject to a charge of one and one-half percent (1.5%) per month compounded or the highest amount allowed by law, whichever is lower. The payment of such late charges shall not prevent Salk from exercising any other rights it may have as a consequence of the lateness of any payment. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt of any itemized invoice therefor, TSRI shall have the right, at its sole discretion, to cease all patent prosecution and allow Licensed Patent Rights to go abandoned. Such action by TSRI shall not constitute will be considered a material breach of this Agreement. Payment can be made directly to independent counsel, or to TSRI. . (c) Licensee may elect with a minimum of ninety (90) days’ prior to surrender its Patent Rights in any country by providing to Salk written notice of such intent at least forty-five (45) days prior to TSRIsuch surrender. Such notice may be provided by mail, electronic mail or facsimile directly to discontinue payment Salk Patent Counsel. Such notice shall not relieve Licensee from responsibility to reimburse Salk for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs patent-related expenses incurred prior to the date expiration of notice of election and for a ninety the forty-five (9045) day notice period following (or such longer period specified in Licensee’s notice). In the date of such notice. Any event Licensee elects to surrender any Patent Rights, such patent application or patent so elected shall immediately be excluded from the definition of Licensed the Patent Rights and from the scope of the licenses license granted under this Agreement, and all rights relating thereto shall revert to TSRI Salk and may be freely licensed by TSRISalk. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Patent Costs. (a) Upon execution of this Agreement, Licensee acknowledges shall pay to Salk Eleven Thousand Four Hundred Forty Three dollars and agrees that the licenses granted hereunder are in partial consideration Fifteen cents ($11,443.15) as reimbursement for Licensee’s assumption of patent costs and expenses as described hereinall unreimbursed Patent Costs incurred through December 31, 2003. Licensee agrees to pay and shall pay reimburse Salk for all expenses referenced in Sections 8.1 Patent Costs thereafter incurred with respect to the Patent Rights. (b) Salk will provide an invoice to Licensee for Patent Costs at least semiannually, which invoice shall be accompanied by reasonable documentation regarding such legal expenses, and 8.2 hereof. In addition, Licensee agrees to reimburse and shall reimburse TSRI Salk for all patent costs and expenses previously paid or associated with Licensed such Patent Rights incurred by TSRI up to the Effective Date, less any such patent costs and expenses previously reimbursed by Licensee under the Option Agreement. Licensee agrees to pay and shall pay all such past and future patent expenses associated with the work on the Licensed Patent Rights performed by TSRI’s Office of Patent Counsel and/or its independent counsel Costs within thirty (30) days after Licensee receives an itemized invoice therefor. Failure of Licensee to pay patent costs and expenses as set forth in this Section 8.3 shall immediately relieve TSRI from its obligation to incur any further patent costs and expenses. For the avoidance of doubt, should Licensee not pay any patent costs and expenses due to TSRI or independent counsel within thirty (30) days after Licensee’s receipt delivery of any itemized invoice thereforsuch invoice. Pursuant to Section 9.5, TSRI late payments shall have the right, at its sole discretion, be subject to cease all patent prosecution a charge of one and allow Licensed Patent Rights to go abandonedone-half percent (1.5%) per month compounded. Such action by TSRI The payment of such late charges shall not constitute prevent Salk from exercising any other rights it may have as a breach consequence of this Agreement. Payment can be made directly to independent counsel, or to TSRI. the lateness of any payment. (c) Licensee may elect with a minimum of ninety (90) days’ prior to surrender its license to any particular Patent Rights in any country by providing to Salk written notice of such intent at least sixty (60) days prior to TSRIsuch surrender. Such notice may be provided by mail, electronic mail or facsimile directly to discontinue payment Salk in house patent counsel. Such notice shall not relieve Licensee from responsibility to reimburse Salk for the filing, prosecution and/or maintenance of any patent application and/or patent within Licensed Patent Rights. Licensee shall remain liable for all patent prosecution and maintenance costs patent-related expenses incurred prior to the date expiration of notice of election and for a ninety the sixty (9060) day notice period following (or such longer period specified in Licensee’s notice). In the date of such notice. Any event Licensee elects to surrender any license to any particular Patent Rights, such patent application or patent so elected shall immediately be excluded from the definition of Licensed the Patent Rights and from the scope of the licenses license granted under this Agreement, and all rights relating thereto shall revert to TSRI Salk and may be freely licensed by TSRISalk. If Licensee surrenders its Patent Rights in a given country a patent application or patent included in the Patent Rights and Salk, ceases to prosecute such patent application or maintain such patent, Licensee shall not sell a product covered by the claims of any such patent as issued or, in the case of an application, covered in the claims as written at the time Licensee notified Salk of its decision not to support the application, unless Licensee is obligated to pay royalties and/or other payments under this Agreement on sales in said country because such product is covered by another patent or patent application licensed hereunder.