Common use of Patent Costs Clause in Contracts

Patent Costs. (a) During the term of this AGREEMENT, payment of all DUKE PATENT RIGHTS EXPENSES relating to the filing, prosecution, and maintenance of the DUKE PATENT RIGHTS shall be the responsibility of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after the EFFECTIVE DATE of this AGREEMENT. For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which COMPANY declines interest in non-U.S. patent pursuit for subject DUKE PATENT APPLICATIONS, COMPANY shall be responsible for all DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecution, and maintenance of the DUKE PATENT RIGHTS. COMPANY shall pay all such DUKE PATENT RIGHTS EXPENSES within thirty (30) days of receipt of an invoice for the same, and failure to pay each such invoice within such thirty (30) day period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with Section 10.05. In addition to the foregoing, within thirty (30) days of the EFFECTIVE DATE, COMPANY shall pay to DUKE the amount of [*] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES). If at any time COMPANY fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty (30) day period following receipt of a subject invoice, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or DUKE PATENT, COMPANY will give DUKE timely written notice at least thirty (30) days in advance of the effective date of COMPANY’s decision and DTJKE will be free to continue prosecution or maintenance of any such DUKE PATENT APPLICATION) or DUKE PATENTS (as the case may be) and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, from the effective date specified in such written notice from COMPANY, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS and as of such date COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall be free to license such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) to THIRD PARTIES or otherwise dispose of such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) as it deems appropriate.

Patent Costs. (a) During the term of this AGREEMENT, payment of all DUKE PATENT RIGHTS EXPENSES relating to the filing, prosecution, and maintenance of the DUKE PATENT RIGHTS shall be the responsibility of COMPANYOREXIGEN, whether such DUKE PATENT RIGHTS EXPENSES fees and costs were incurred before or after the EFFECTIVE DATE of this AGREEMENT. For avoidance of doubt and notwithstanding Notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which COMPANY as OREXIGEN declines interest in non-U.S. US patent pursuit for subject DUKE PATENT APPLICATIONSpursuit, COMPANY OREXIGEN shall be responsible for all DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecution, pursuit and maintenance of the DUKE PATENT RIGHTS. COMPANY shall Within [***] ([***]) days of the EFFECTIVE DATE of this AGREEMENT, OREXIGEN agrees to reimburse DUKE in the amount of nineteen thousand, eight hundred seventeen dollars and seventy-five cents (US$19,817.75) for DUKE PATENT RIGHTS EXPENSES which were incurred by DUKE, and for which attorney invoices were received and processed by DUKE, before the EFFECTIVE DATE. As regards all other DUKE PATENT RIGHTS EXPENSES, OREXIGEN agrees to pay all such DUKE PATENT RIGHTS EXPENSES within thirty [***] (30[***]) days of receipt of an invoice for the same, and failure to pay such each such invoice within such thirty (30) thirty-day period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with Section 10.05. In addition Notwithstanding the foregoing or anything else to the foregoing, within thirty (30) days of contrary in the EFFECTIVE DATE, COMPANY shall pay to DUKE the amount of [*] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES). If if at any time COMPANY OREXIGEN fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty (30) thirty-day period following receipt of a subject invoiceinvoice from DUKE, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY OREXIGEN to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r prior to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, etc., such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE DUIKE PATENT RIGHTS EXPENSES by COMPANYOREXIGEN. (b) If COMPANY OREXIGEN decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or patent falling within the scope of DUKE PATENTPATENT RIGHTS, COMPANY OREXIGEN will give DUKE timely written notice at least thirty [***] (30[***]) days months in advance of the effective date of COMPANYOREXIGEN’s decision and DTJKE DUKE will be free to continue prosecution or maintenance of maintain any such DUKE PATENT APPLICATION) or DUKE PATENTS (as the case may be) application(s)/patents, and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, from the effective date specified in of DUKE’s receipt of such written notice from COMPANYOREXIGEN, such DUKE PATENT(S) patent and/or DUKE PATENT APPLICATION(S) APPLICATION shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS and as of such date COMPANY (APPENDIX A shall be deemed to have forfeited be so amended) and OREXIGEN shall forfeit all rights under this AGREEMENT to the subject issued DUKE PATENT(spatent(s) and/or subject DUKE PATENT APPLICATIONS APPLICATION and DUKE PATENT(spatent(s) arising from such DUKE PATENT APPLICATIONSAPPLICATION. Accordingly, DUKE shall be free free, at its sole discretion to license such DUKE PATENT(Ssaid patent(s) and DUKE PATENT APPLICATION(Spatent application(s) to any THIRD PARTIES PARTY or otherwise dispose of such DUKE PATENT(Spatent(s) and DUKE PATENT APPLICATION(Spatent applications(s) as it deems appropriate.

Patent Costs. (a) During Licensee acknowledges and agrees that the term of this AGREEMENT, payment of licenses granted hereunder are in partial consideration for Licensee’s agreement to pay patent fees and expenses as described herein. Licensee shall pay to TSRI all DUKE PATENT RIGHTS EXPENSES relating fees and expenses for the work referenced in Sections 7.1 and 7.2 according to the filingfollowing schedule: *** *** *** excluding *** (and related application(s) as described in clauses 1.9 (b)-(e)) and *** (and related application(s) as described in clauses 1.9 (b)-(e)) *** *** (and related application(s) as described in clauses 1.9 (b)-(e)) *** *** (and related application(s) as described in clauses 1.9 (b)-(e)) *** ***, prosecutionin its sole discretion, and maintenance of the DUKE PATENT RIGHTS shall be the responsibility of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after the EFFECTIVE DATE of this AGREEMENT. For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which COMPANY declines interest in non-U.S. patent pursuit for subject DUKE PATENT APPLICATIONS, COMPANY shall will be responsible for all DUKE PATENT RIGHTS EXPENSES patent costs it incurs for the filing and prosecution of ***. ***shall pay ***of the patent costs incurred by *** for filing and prosecuting any patent applications comprising the *** as referenced in ***, other than (i) *** (and related application(s) as described in Section ***), for which *** shall pay all of the patent costs incurred for filing and prosecuting, and (ii) *** (and related application(s) as described in Section ***), for which *** shall pay none of the patent costs incurred for filing and prosecuting. Licensee shall pay to TSRI such patent fees and expenses associated with the preparation and filing of work on the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated Patent Rights Umbrella performed by TSRI’s OPC and/or its outside patent counsel payable by Licensee in accordance with filing, prosecution, and maintenance of the DUKE PATENT RIGHTS. COMPANY shall pay all such DUKE PATENT RIGHTS EXPENSES this Section 7.3 within thirty (30) days of receipt of after Licensee receives an invoice for the same, and failure itemizing such expenses. Failure of Licensee to pay each such invoice within such thirty patent fees and expenses as set forth in this Section 7.3 shall immediately relieve TSRI from its obligation to incur any further patent fees and expenses. For clarity, if Licensee does not pay any patent fees and expenses due to TSRI (30for work performed by TSRI’s OPC or by outside patent counsel) day period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with this Section 10.05. In addition to the foregoing, 7.3 within thirty (30) days of the EFFECTIVE DATE, COMPANY shall pay to DUKE the amount of [*] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES). If at any time COMPANY fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty (30) day period following after Licensee’s receipt of a subject invoicean itemized invoice therefor, then henceforth during TSRI shall have the term of this AGREEMENTright, DUKE may, at in its sole discretion, require COMPANY to make cease all patent prosecution and maintenance and allow Patent Rights Umbrella to go abandoned. Such action by TSRI shall not constitute a breach of this Agreement. Licensee may elect with a minimum of *** days’ prior written notice to TSRI, to discontinue payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r to incurring such DUKE PATENT RIGHTS EXPENSESfiling, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or DUKE PATENT, COMPANY will give DUKE timely written notice at least thirty (30) days in advance of the effective date of COMPANY’s decision and DTJKE will be free to continue prosecution or and/or maintenance of any patent application and/or patent within Licensed Patent Rights (including but not limited to all expenses for work performed by TSRI’s OPC or by outside patent counsel). Licensee shall remain liable for all patent prosecution and maintenance fees and costs incurred prior to the date of such DUKE PATENT APPLICATION) notice of election and during the ninety (90)-day period immediately following the date of such notice. Any such patent application or DUKE PATENTS (as the case may be) and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, patent so elected shall immediately be excluded from the effective date specified in such written notice from COMPANY, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS Licensed Patent Rights and as from the scope of such date COMPANY shall be deemed to have forfeited the licenses granted under this Agreement, and all rights under this AGREEMENT relating thereto shall revert exclusively to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall be free to license such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) to THIRD PARTIES or otherwise dispose of such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) as it deems appropriateTSRI.

Patent Costs. (a) During All Patent Costs incurred after the term Effective Date shall be paid by Licensee 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, payment Agreement but in response to any instructions that were sent during the Term of all DUKE PATENT RIGHTS EXPENSES this Agreement from Salk to patent counsel relating to the filingLicensed Patent Rights, prosecution, to the extent such instructions were requested by Licensee in response to a specific office action or notice from a patent office and maintenance are fully implemented within […***…] days after the end of the DUKE PATENT RIGHTS shall be Term (the responsibility of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after the EFFECTIVE DATE of this AGREEMENT. For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which COMPANY declines interest in non“Post-U.S. patent pursuit for subject DUKE PATENT APPLICATIONS, COMPANY shall be responsible for all DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecution, and maintenance of the DUKE PATENT RIGHTS. COMPANY shall pay all such DUKE PATENT RIGHTS EXPENSES within thirty (30) days of receipt of an invoice for the same, and failure to pay each such invoice within such thirty (30) day period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with Section 10.05. In addition to the foregoing, within thirty (30) days of the EFFECTIVE DATE, COMPANY shall pay to DUKE the amount of [*] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSESTerm Patent Costs”). If at any time COMPANY fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty (30) day period following receipt of a subject invoice, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides Within […***…] days after receiving an invoice from Salk, Licensee will reimburse Salk for all Patent Costs related to discontinue the financial support Licensed Patent Rights. Payments pursuant to this Section 8.2 are 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 such late charges shall not prevent Salk from exercising any other rights it may have as a consequence of the prosecution or maintenance lateness of any payment. Failure to pay within […***…] days will be considered a subject DUKE PATENT APPLICATION or DUKE PATENT, COMPANY will give DUKE timely material breach of this Agreement. (c) Licensee may elect to surrender any Licensed Patent Rights in any country by providing to Salk written notice of such intent at least thirty (30) […***…] days prior to such surrender. Such notice shall be provided as set forth in advance Section 13. Such notice shall not relieve Licensee from responsibility to reimburse Salk for Patent Costs incurred prior to the expiration of the effective date of COMPANY[…***…] day notice period (or such longer period specified in Licensee’s decision and DTJKE will be free to continue prosecution or maintenance of any such DUKE PATENT APPLICATION) or DUKE PATENTS (as the case may be) and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expensenotice). In such instances, from the effective date specified event Licensee elects to surrender any Licensed Patent Rights in such written notice from COMPANYa country, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer patent application or patent shall, following such surrender, be considered to fall within excluded from the definition of DUKE PATENT RIGHTS the Licensed Patent Rights and as from the scope of such date COMPANY shall be deemed to have forfeited the license granted under this Agreement, and all rights under this AGREEMENT relating thereto shall revert to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS Salk and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall may be free to license such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) to THIRD PARTIES or otherwise dispose of such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) as it deems appropriatefreely licensed by Salk.

Patent Costs. (a) During the term of this AGREEMENT, payment of all DUKE PATENT RIGHTS EXPENSES relating to the filing, prosecution, and maintenance of the DUKE PATENT RIGHTS shall be the responsibility of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after the EFFECTIVE DATE. (a) COMPANY shall reimburse DUKE for all PATENT EXPENSES incurred prior to the EFFECTIVE DATE within (i) [***] of the EFFECTIVE DATE or (ii) [***] of COMPANY’s receipt of the invoice(s) for the same from DUKE, whichever period of time is greater, and failure to pay such PATENT EXPENSES within such period of time shall be a default hereunder for which DUKE may seek to terminate this AGREEMENT in accordance with Section 10.04. (b) COMPANY shall also reimburse DUKE for any ongoing PATENT EXPENSES DUKE incurs during the term of this AGREEMENT. For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which DUKE will periodically invoice COMPANY declines interest in non-U.S. patent pursuit for subject DUKE such PATENT APPLICATIONS, COMPANY shall be responsible for all DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecutionEXPENSES, and maintenance of the DUKE PATENT RIGHTS. COMPANY shall pay all each such DUKE PATENT RIGHTS EXPENSES invoice within thirty (30) days [***] of receipt of an invoice for the same, and failure to pay each such invoice within such thirty (30) day [***] period shall be a default hereunder for which DUKE may seek to terminate this AGREEMENT in accordance with Section 10.0510.04. In addition to the foregoingaddition, within thirty (30) days of the EFFECTIVE DATE, COMPANY shall pay to DUKE the amount of [*] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES). If if at any time COMPANY fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty (30) day [***] period following receipt of a subject invoice, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY to make payment to DUKE for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r prior to DUKE’s incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE EXPENSES including PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, APPLICATIONS and preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONSRIGHTS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or DUKE PATENT, COMPANY will give DUKE timely written notice at least thirty (30) days in advance of the effective date of COMPANY’s decision and DTJKE will be free to continue prosecution or maintenance of any such DUKE PATENT APPLICATION) or DUKE PATENTS (as the case may be) and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, from the effective date specified in such written notice from COMPANY, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS and as of such date COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall be free to license such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) to THIRD PARTIES or otherwise dispose of such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) as it deems appropriate.

Patent Costs. (a) During the term of this AGREEMENT, payment of all DUKE PATENT RIGHTS EXPENSES relating to the filing, prosecution, and maintenance of the DUKE PATENT RIGHTS shall be the responsibility of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after the EFFECTIVE DATE of this AGREEMENT. For avoidance of doubt and notwithstanding Notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that except in cases in which COMPANY declines interest in non-U.S. patent pursuit for subject DUKE PATENT APPLICATIONSpursuit, COMPANY shall be responsible for all DUKE PATENT RIGHTS EXPENSES associated with the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecution, pursuit and maintenance of the DUKE PATENT RIGHTS. COMPANY shall will pay all such DUKE PATENT RIGHTS EXPENSES within thirty [***] (30[***]) days [***] of receipt of an invoice for the same, and failure to pay each such invoice within such thirty [***] (30[***]) day [***] period shall be a default hereunder for which DUKE may terminate this AGREEMENT in accordance with Section 10.0510.04. In addition to the foregoing, within thirty [***] (30[***]) days [***] of the EFFECTIVE DATEDATE of this AGREEMENT, COMPANY shall pay to DUKE the amount of [***] (U.S.$ [***]) as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which the invoices had been received and processed by DUKE prior to before the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES). If at any time COMPANY fails to reimburse DUKE for any DUKE PATENT RIGHTS EXPENSES within the thirty [***] (30[***]) day [***] period following receipt of a subject invoice, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r prior to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or patent falling within the scope of DUKE PATENTPATENT RIGHTS, COMPANY will give DUKE timely written notice at least thirty [***] (30[***]) days [***] in advance of the effective date of COMPANY’s decision and DTJKE DUKE will be free to continue prosecution or maintenance of any such DUKE PATENT APPLICATIONAPPLICATION(S) or DUKE PATENTS (PATENT(S) as the case may be) , and to maintain any protection issuing thereon in the U.S. and in any foreign country at DUKE’s sole expense. In such instances, from the effective date specified in such written notice from COMPANY, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS and as of such date COMPANY (APPENDIX A shall be deemed to have forfeited be so amended) and COMPANY shall forfeit all rights under this AGREEMENT to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall be free to license such DUKE PATENT(SPATENT(s) and DUKE PATENT APPLICATION(S) APPLICATIONS to THIRD PARTIES or otherwise dispose of such DUKE PATENT(SPATENT(s) and DUKE PATENT APPLICATION(S) as it deems appropriate.

Patent Costs. (a) During 1.1.1.1 Subject to Section 7.7.2.3, within [***] after the term of this AGREEMENTEffective Date, payment of Licensee will reimburse Penn for all DUKE PATENT RIGHTS EXPENSES relating to documented out-of-pocket costs for the filing, prosecution, prosecution and maintenance of DRG Patent Right(s) for the DUKE PATENT RIGHTS shall be filing, prosecution and maintenance of DRG Patent Rights, including all accrued and documented attorney fees, expenses, official and filing fees (“DRG Patent Costs”), incurred prior to the responsibility Effective Date, which have not otherwise been reimbursed by Licensee or other licensees of COMPANY, whether such DUKE PATENT RIGHTS EXPENSES were incurred before or after DRG Patent Rights (“Historic DRG Patent Costs”). Notwithstanding the EFFECTIVE DATE first sentence of this AGREEMENT. For avoidance of doubt and notwithstanding anything Section 7.7.2.1, for DRG Patent Right(s) licensed by Penn to the contrary in this AGREEMENTmore than one licensee, it is understood and agreed that except in cases in which COMPANY declines interest in non-U.S. patent pursuit for subject DUKE PATENT APPLICATIONS, COMPANY Licensee shall be responsible for payment to Penn of a pro rata share of such documented Historic DRG Patent Costs based on the number of licensees for such Patent Rights. 1.1.1.2 Licensee will bear (a) all DUKE PATENT RIGHTS EXPENSES associated with documented out-of-pocket costs for the preparation and filing of the PCT application(s) contained within the DUKE PATENT RIGHTS as well as all DUKE PATENT RIGHTS EXPENSES associated with filing, prosecution, prosecution and maintenance of DRG Patent Right(s) for the DUKE PATENT RIGHTSfiling, prosecution and maintenance of DRG Patent Rights, including all attorney fees, expenses, official and filing fees incurred during the Term for DRG Patent Right(s) (“Ongoing DRG Patent Costs”). COMPANY Notwithstanding the foregoing, for DRG 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 DRG Patent Costs based on the number of licensees for such DRG 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 DRG Patent Costs anticipated to be incurred for the next Calendar Year and, to the extent applicable, Licensee’s proportionate share of such Ongoing DRG Patent Costs. This Section 7.7.2 is subject to Section 7.7.1 above. 1.1.1.3 With respect to DRG Patent Right(s), Licensee shall be subject to 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 DRG Patent Rights) of all DRG Patent Costs with respect to DRG Patent Right(s) as set forth in this Section 7.7.2, above, and shall pay all such DUKE PATENT RIGHTS EXPENSES amounts within thirty (30) days [***] of receipt of an invoice for such patent actions. 1.1.1.4 Licensee shall also have the sameright, on a DRG Patent Right-by-DRG Patent Right and failure country-by-country basis, to pay (i) elect not to fund at the time of disclosure, or (ii) elect not to continue to fund, in each such invoice within such thirty case (30i) day period shall be a default hereunder for which DUKE may terminate and (ii), its pro rata share (as determined pursuant to this AGREEMENT in accordance with Section 10.05. In addition to the foregoing, within thirty (307.7 above) days of the EFFECTIVE DATEDRG Patent Costs with respect to any DRG Patent Right(s) in a particular country, COMPANY shall pay to DUKE the amount of which election may be made by Licensee upon [***] as reimbursement for DUKE PATENT RIGHTS EXPENSES that were incurred by DUKE and for which invoices had been received and processed by DUKE prior written notice to the EFFECTIVE DATE, but for which COMPANY has riot previously made payment to DUKE under the OPTION AGREEMENT. Penn (DUKE acknowledges and agrees that COMPANY has previously paid to DUKE, pursuant to the OPTION AGREEMENT, an amount in excess of ninety-one thousand dollars (USS 91,000) as reimbursement for DUKE PATENT RIGHTS EXPENSES“DRG Election Notice”). If at Licensee delivers a DRG Election Notice to Penn, following the expiration of such [***] period, Licensee shall have no further obligation to pay Ongoing DRG Patent Costs with respect to any time COMPANY fails to reimburse DUKE for DRG Patent Right identified in such DRG Election Notice in any DUKE PATENT RIGHTS EXPENSES within the thirty (30) day period following receipt of a subject invoice, then henceforth during the term of this AGREEMENT, DUKE may, at its sole discretion, require COMPANY to make payment for estimated associated DUKE PATENT RIGHTS EXPENSES (which estimates shall reasonably be made country identified in good faith by the patent counsel prosecuting the DUKE PATENT RIGHTS) pfj9r to incurring such DUKE PATENT RIGHTS EXPENSES, including, but without limitation, DUKE PATENT RIGHTS EXPENSES associated with national phase filings of DUKE PATENT APPLICATIONS, preparation DRG Election Notice and filing of responses to patent office actions on DUKE PATENT APPLICATIONS, such requirement by DUKE not to preclude DUKE from exercising any other recourse it may have under this AGREEMENT as regards lack of prompt reimbursement of DUKE PATENT RIGHTS EXPENSES by COMPANY. (b) If COMPANY decides to discontinue the financial support of the prosecution or maintenance of a subject DUKE PATENT APPLICATION or DUKE PATENT, COMPANY will give DUKE timely written notice at least thirty (30) days in advance of the effective date of COMPANY’s decision and DTJKE will be free to continue prosecution or maintenance of any such DUKE PATENT APPLICATION) or DUKE PATENTS (as the case may be) and to maintain any protection issuing thereon in the U.S. and Patent Right in any foreign such country at DUKE’s sole expense. In such instances, shall thereafter be excluded from the effective date specified in such written notice from COMPANY, such DUKE PATENT(S) and/or DUKE PATENT APPLICATION(S) shall no longer be considered to fall within the definition of DUKE PATENT RIGHTS and as of such date COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to the subject issued DUKE PATENT(s) and/or subject DUKE PATENT APPLICATIONS and DUKE PATENT(s) arising from such DUKE PATENT APPLICATIONS. Accordingly, DUKE shall be free to license such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) to THIRD PARTIES or otherwise dispose of such DUKE PATENT(S) and DUKE PATENT APPLICATION(S) as it deems appropriateDRG Patent Rights.