Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to Licensee. PHS shall provide Licensee with at least fourteen (14) days to comment on any document that PHS intends to file or to cause to be filed with the relevant intellectual property or patent office, unless fourteen (14) days is not available prior to the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall provide Licensee with as much opportunity as reasonably possible prior to the statutory deadline for Licensee to comment. PHS shall consider in good faith Licensee’s comments. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406 7.2 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faith.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided Pursuant to Section 3.2 of the Einstein Agreement, Licensor shall control national phase prosecution and maintenance of patent application number PCT/US2018/017524 filed February 9, 2018 and any divisionals, continuations, and continuations-in-part of said patent in all jurisdictions and covering all disclosed subject matter, including but not limited to subject matter within the Field. Regarding any other patent or patent application that might become a Licensed Patent Right—and subject to the other terms of this Article 7Section 6.1—Licensee shall be responsible for controlling, PHS agrees to take responsibility for, but to consult with, the Licensee in the preparationpreparing, filing, prosecutionprosecuting, obtaining and maintenance of any maintaining, at its sole cost, expense and discretion, all patent applications or patents included in the Licensed Patent Rights (including, without limitation, the composition of matter patents and applications covering the composition of matter of the Licensed Product), in the Territory after the Effective Date, using patent counsel reasonably acceptable to Licensor. Licensor shall be responsible and shall furnish copies of relevant patent-related documents to Licensee. PHS shall provide Licensee with at least fourteen (14) days to comment on any document that PHS intends to file pay for all such costs incurred, or to cause to be filed with the relevant intellectual property or patent office, unless fourteen (14) days is not available amounts due and outstanding prior to the statutory deadline for any document that PHS intends to file or caused to be filed Effective Date. In connection with the relevant intellectual property or patent officeforegoing, in which case PHS Licensee shall provide Licensee with as much opportunity as (i) keep Licensor reasonably possible prior to the statutory deadline for Licensee to comment. PHS shall consider in good faith Licensee’s comments. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406 7.2 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance informed of the Licensed Patent Rights and provide each other with at least fourteen (14) days to provide comments and suggestions with respect to course of the preparation, filing, prosecution, prosecution and maintenance of Licensed Patent RightsRights and (ii) reasonably consider Licensor’s comments regarding such matters, unless fourteen and (14iii) days is reasonably endeavor to undertake all suggestions by Licensor that are not available prior unreasonable. Until expiration of Licensee’s Expansion Rights with respect to a particular Indication, Licensor shall keep Licensee reasonably informed of the statutory deadline course of the prosecution and maintenance of patents and patent applications now or hereafter owned or Controlled by Licensor relating to any Licensed Product outside the Field and shall reasonably consider Licensee’s comments, and in the event that Licensee does not obtain a potentially affected documentlicense for Licensed Products outside the Field, in shall thereafter keep Licensee reasonably informed with respect to such patents and patent applications, other than those having applicability solely outside the Field as to which case Licensee has previously elected not to obtain a license. Similarly, for any patents and patent applications related to any Licensed Product now or hereafter owned or Controlled by Licensor outside of the Territory, Licensor shall keep Licensee reasonably informed of the course of the prosecution and maintenance of such patents and patent applications and shall reasonably consider Licensee’s comments. Licensor shall have responsibility for patent costs for patents that are primarily related to Licensed Products outside the Field (including related formulation patents) and outside of the Territory. In the event that Licensee obtains an option or license for Licensed Products that are outside the Field or outside of the Territory as of the Effective Date, the Parties will provide each other with as much opportunity as reasonably possible to comment agree upon appropriate treatment of and offer suggestions prior to responsibility for patent costs for such patents at the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithtime of any Field or Territory expansion.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS The Licensee or its Affiliate agrees to take responsibility for, but to consult with, the Licensee in for the preparation, filing, prosecution, and maintenance (including any interferences, reissue proceedings, reexaminations, inter partes review, patent term extensions, applications for supplementary protection certificates and oppositions) of any and all patent applications or patents included in the Jointly Owned Licensed Patent Rights and shall shall, on an ongoing basis, promptly furnish copies of all relevant patent-related documents to the IC. The Licensee or its Affiliate shall select registered patent attorneys or patent agents to provide these services on behalf of the Licensee. PHS The IC shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee with at least fourteen (14) days to comment on any document that PHS intends to file or to cause to be filed its Affiliate and its attorneys or agents shall inform the IC in connection with the relevant intellectual property or preparation, filing, prosecution and maintenance of patent office, unless fourteen (14) days is not available prior to applications and patents included within the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall provide Licensee with as much opportunity as reasonably possible prior to the statutory deadline for Licensee to comment. PHS shall consider in good faith Licensee’s comments. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406Jointly Owned Licensed Patent Rights. 7.2 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Jointly Owned Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Jointly Owned Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered in good faith by the other party party. 7.3 Upon any determination by the Licensee not to proceed or continue with the preparation, filing, prosecution, or maintenance (or combination thereof) of any patent application or patent included in good faiththe Jointly Owned Licensed Patent Rights, the Licensee shall provide the IC with written notice of such determination at least sixty(60) days prior to the deadline for taking any action for such patent application or patent or the date on which the abandonment of any such patent or application would become effective, whichever is earlier, and the IC shall have the right but not the obligation to assume the responsibility for the preparation, filing, prosecution, and maintenance of any such patent application or patent included in the Jointly Owned Licensed Patent Rights. If the IC elects to assume responsibility for the preparation, filing, prosecution and maintenance of such patent application or patent, then the IC shall promptly notify Licensee of IC’s election in writing and shall, on an ongoing basis, promptly furnish copies of all relevant documents in connection with such patent application or patent to the Licensee. In this event, the IC shall select registered patent attorneys or patent agents to provide services in connection with such patent application or patent on behalf of the IC and the Licensee. The Licensee shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The IC and its attorneys or agents shall consult with the Licensee in all aspects of the preparation, filing, prosecution and maintenance of such patent application or patent included within the Jointly Owned Licensed Patent Rights and shall provide the Licensee sufficient opportunity to comment on any document that the IC intends to file or to cause to be filed with the relevant intellectual property or patent office. A- 559-2022 CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 REV11-2020 Page 11 of 31 7.4 At any time, the Licensee may provide the IC with written notice that the Licensee wishes the IC to assume control of the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Jointly Owned Licensed Patent Rights, and such assumption of control shall be at the IC’s sole discretion. If the IC assumes these responsibilities, the Licensee agrees to cooperate fully with the IC, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Jointly Owned Licensed Patent Rights and to provide the IC with complete copies of any and all documents or other materials that the IC deems necessary to undertake such responsibilities. The Licensee shall be responsible for all costs associated with transferring patent prosecution responsibilities to an attorney or agent of the IC’s choice.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS the NIH agrees to take responsibility for, but to consult with, for the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the Licensee. NIH shall furnish instruct the law firm prosecuting the Licensed Patent Rights to furnish, upon execution of this Agreement and on a continuous basis thereafter as long as the Agreement is in effect, copies of relevant patent-related documents to Licensee, including all drafts of patent applications filings, domestic and foreign, amendments thereto, related correspondence and other related documents, sufficiently in advance to allow Licensee to comment thereon prior to filing or submission. PHS NIH shall, in good faith, take into consideration all reasonable comments provided by Licensee relating to the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights, provided however, that if Licensee has not commented prior to the relevant action deadline, NIH shall be free to act without consideration of Licensee's comments. 7.2 Upon the NIH’s written request or upon any determination by the NIH not to proceed or continue with the preparation, filing, prosecution, or maintenance (or combination thereof) of any patent application or patent included in the Licensed Patent Rights, the NIH shall provide the Licensee with written notice of such determination at least fourteen sixty (1460) days prior to the deadline for taking any action for such patent application or patent or the date on which the abandonment of any such patent or application would become effective, whichever is earlier, and the Licensee shall have the right but not the obligation to assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the NIH. In this event, the Licensee shall select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the NIH. The NIH shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the NIH in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the NIH sufficient opportunity to comment on any document that PHS the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. If Licensee notifies NIH that Licensee does not intend to pursue or pay (or both) the costs of an application, unless fourteen (14) days is not available prior then NIH may file such application at its own expense and Licensee's rights derived from this Agreement to the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall application will terminate. 7.3 NIH may provide Licensee with as much opportunity as reasonably possible prior written notice that NIH wishes to reassume control of the statutory deadline for Licensee to comment. PHS shall consider preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in good faith the Licensed Patent Rights only if NIH determines that the Licensee’s comments. : A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (a) is not executing the Commercial Development Plan submitted with Licensee’s request for a license and the Licensee cannot otherwise demonstrate to NIH's satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; or (c) is not fulfilling its obligations regarding diligent preparation, filing, prosecutions, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. 7.4 In making the determination referenced in Paragraph 7.3, NIH shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by Licensee under Paragraph 9.2. Prior to resuming control under Paragraph 7.3, NIH shall give written notice to Licensee providing Licensee specific notice of, and a [***Text Omitted ] opportunity to respond to, NIH’s concerns as to the items referenced in 7.3(a)-7.3(c). If Licensee fails to initiate corrective action to NIH’s satisfaction, NIH may reassume control of the preparation, filing, prosecution, and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) maintenance of any and 230.406all patent applications or patents included in the Licensed Patent Rights. 7.2 7.5 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithparty.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS the NIH agrees to take responsibility for, but to consult with, for the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the Licensee. NIH shall furnish instruct the law firm prosecuting the Licensed Patent Rights to furnish, upon execution of this Agreement and on a continuous basis thereafter as long as the Agreement is in effect, copies of relevant patent-related documents to Licensee, including all drafts of patent applications filings, domestic and foreign, amendments thereto, related correspondence and other related documents, sufficiently in advance to allow Licensee to comment thereon prior to filing or submission. PHS NIH shall, in good faith, take into consideration all reasonable comments provided by Licensee relating to the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights, provided however, that if Licensee has not commented prior to the relevant action deadline, NIH shall be free to act without consideration of Licensee's comments. 7.2 Upon the NIH’s written request or upon any determination by the NIH not to proceed or continue with the preparation, filing, prosecution, or maintenance (or combination thereof) of any patent application or patent included in the Licensed Patent Rights, the NIH shall provide the Licensee with written notice of such determination at least fourteen sixty (1460) days prior to the deadline for taking any action for such patent application or patent or the date on which the abandonment of any such patent or application would become effective, whichever is earlier, and the Licensee shall have the right but not the obligation to assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the NIH. In this event, the Licensee shall select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the NIH. The NIH shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the NIH in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the NIH sufficient opportunity to comment on any document that PHS the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. If Licensee notifies NIH that Licensee does not intend to pursue or pay (or both) the costs of an application, unless fourteen (14) days is not available prior then NIH may file such application at its own expense and Licensee's rights derived from this Agreement to the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall application will terminate. 7.3 NIH may provide Licensee with as much opportunity as reasonably possible prior written notice that NIH wishes to reassume control of the statutory deadline for Licensee to comment. PHS shall consider preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in good faith the Licensed Patent Rights only if NIH determines that the Licensee: (a) is not executing the Commercial Development Plan submitted with Licensee’s comments. request for a license and the Licensee cannot otherwise demonstrate to NIH's satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; or (c) is not fulfilling its obligations regarding diligent preparation, filing, prosecutions, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. 7.4 In making the determination referenced in Paragraph 7.3, NIH shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by Licensee under Paragraph 9.2. Prior to resuming control under Paragraph 7.3, NIH shall give written notice to Licensee providing Licensee specific notice of, and a [***Text Omitted ] opportunity to respond to, NIH’s concerns as to the items referenced in 7.3(a)-7.3(c). If Licensee fails to initiate corrective action to NIH’s satisfaction, NIH may reassume control of the preparation, filing, prosecution, and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) maintenance of any and 230.406all patent applications or patents included in the Licensed Patent Rights. 7.2 7.5 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithparty.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS the NIH agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related patent‑related documents to the Licensee. The Licensee has the option to take responsibility for, but thereafter to consult with, the NIH in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent‑related documents to the NIH. Licensee may exercise its option to assume responsibility for patent prosecution under this Paragraph 7.1 on thirty (30) day’s prior written notice and written approval of such request to the NIH. . 7.2 If Licensee elects to take exercise its option, pursuant to section 7.1, then Licensee shall thereafter assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all patent‑related documents to the NIH in order to provide NIH an opportunity to provide comments regarding such documents to Licensee. PHS In the event that NIH provides comments to Licensee, Licensee will consider such comments in good faith and, if reasonable, revise such documents to include NIH’s comments. In this event, the Licensee shall, subject to the prior approval of the NIH, select registered patent attorneys or patent agents to provide these services on behalf of the A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 5 of 21 [GlobeImmune, Inc.] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Licensee and the NIH. The NIH shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with at least fourteen (14) days the NIH in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the NIH sufficient opportunity to comment on any document that PHS the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. 7.3 At any time, unless fourteen (14) days is not available prior the NIH may provide the Licensee with written notice that the NIH wishes to assume control of the statutory deadline preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. If the NIH elects to reassume these responsibilities, and Licensee agrees by providing written approval the Licensee agrees to cooperate fully with the NIH, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and to provide the NIH with complete copies of any and all documents or other materials that the NIH deems necessary to undertake such responsibilities. In this event, the Licensee shall be responsible for all costs associated with transferring patent prosecution responsibilities to an attorney or agent of the NIH’s choice. NIH and its attorneys or agents shall consult with Licensee in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide Licensee sufficient opportunity to comment on any document that PHS Licensee intends to file or caused to cause to be filed with the relevant intellectual property or patent office, in which case PHS shall provide Licensee with as much opportunity as reasonably possible prior to the statutory deadline for Licensee to comment. PHS shall consider in good faith Licensee’s comments. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406. 7.2 7.4 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithparty.

Patent Filing Prosecution and Maintenance. A-107-2014 NIH Patent License Agreement--Exclusive 6 7.1 Except as otherwise provided in this Article 7, PHS the NIH agrees to take responsibility for, but to consult with, for the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the Licensee. NIH shall furnish instruct the law firm prosecuting the Licensed Patent Rights to furnish, upon execution of this Agreement and on a continuous basis thereafter as long as the Agreement is in effect, copies of relevant patent-related documents to Licensee, including all drafts of patent applications filings, domestic and foreign, amendments thereto, related correspondence and other related documents, sufficiently in advance to allow Licensee to comment thereon prior to filing or submission. PHS NIH shall, in good faith, take into consideration all reasonable comments provided by Licensee relating to the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights, provided however, that if Licensee has not commented prior to the relevant action deadline, NIH shall be free to act without consideration of Licensee's comments. 7.2 Upon the NIH’s written request or upon any determination by the NIH not to proceed or continue with the preparation, filing, prosecution, or maintenance (or combination thereof) of any patent application or patent included in the Licensed Patent Rights, the NIH shall provide the Licensee with written notice of such determination at least fourteen sixty (1460) days prior to the deadline for taking any action for such patent application or patent or the date on which the abandonment of any such patent or application would become effective, whichever is earlier, and the Licensee shall have the right but not the obligation to assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent‑related documents to the NIH. In this event, the Licensee shall select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the NIH. The NIH shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the NIH in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the NIH sufficient opportunity to comment on any document that PHS the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. If Licensee notifies NIH that Licensee does not intend to pursue or pay (or both) the costs of an application, unless fourteen (14) days is not available prior then NIH may file such application at its own expense and Licensee's rights derived from this Agreement to the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall application will terminate. 7.3 NIH may provide Licensee with as much opportunity as reasonably possible prior written notice that NIH wishes to reassume control of the statutory deadline for Licensee to comment. PHS shall consider preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in good faith the Licensed Patent Rights only if NIH determines that the Licensee: (a) is not executing the Commercial Development Plan submitted with Licensee’s commentsrequest for a license and the Licensee cannot otherwise demonstrate to NIH's satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; or (c) is not fulfilling its obligations regarding diligent preparation, filing, prosecutions, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. 7.4 In making the determination referenced in Paragraph 7.3, NIH shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by Licensee under Paragraph 9.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED Prior to resuming control under Paragraph 7.3, NIH shall give written notice to Licensee providing Licensee specific notice of, and a [***]] opportunity to respond to, NIH’s concerns as to the items referenced in 7.3(a)-7.3(c). A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONIf Licensee fails to initiate corrective action to NIH’s satisfaction, NIH may reassume control of the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406A-107-2014 NIH Patent License Agreement--Exclusive 7 7.2 7.5 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithparty.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS the NIH agrees to take responsibility for, but to consult with, for the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent-related documents to the Licensee. NIH shall furnish instruct the law firm prosecuting the Licensed Patent Rights to furnish, upon execution of this Agreement and on a continuous basis thereafter as long as the Agreement is in effect, copies of relevant patent-related documents to Licensee, including all drafts of patent applications filings, domestic and foreign, amendments thereto, related correspondence and other related documents, sufficiently in advance to allow Licensee to comment thereon prior to filing or submission. PHS NIH shall, in good faith, take into consideration all reasonable comments provided by Licensee relating to the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights, provided however, that if Licensee has not commented prior to the relevant action deadline, NIH shall be free to act without consideration of Licensee's comments. 7.2 Upon the NIH’s written request or upon any determination by the NIH not to proceed or continue with the preparation, filing, prosecution, or maintenance (or combination thereof) of any patent application or patent included in the Licensed Patent Rights, the NIH shall provide the Licensee with written notice of such determination at least fourteen sixty (1460) days prior to the deadline for taking any action for such patent application or patent or the date on which the abandonment of any such patent or application would become effective, whichever is earlier, and the Licensee shall have the right but not the obligation to assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all relevant patent-related documents to the NIH. In this event, the Licensee shall select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the NIH. The NIH shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the NIH in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the NIH sufficient opportunity to comment on any document that PHS the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. If Licensee notifies NIH that Licensee does not intend to pursue or pay (or both) the costs of an application, unless fourteen (14) days is not available prior then NIH may file such application at its own expense and Licensee's rights derived from this Agreement to the statutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in which case PHS shall application will terminate. 7.3 NIH may provide Licensee with as much opportunity as reasonably possible prior written notice that NIH wishes to reassume control of the statutory deadline for Licensee to comment. PHS shall consider preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in good faith the Licensed Patent Rights only if NIH determines that the Licensee: (a) is not executing the Commercial Development Plan submitted with Licensee’s commentsrequest for a license and the Licensee cannot otherwise demonstrate to NIH's satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; (b) has not achieved the Benchmarks as may be modified under Paragraph 9.2; or (c) is not fulfilling its obligations regarding diligent preparation, filing, prosecutions, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. 7.4 In making the determination referenced in Paragraph 7.3, NIH shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by Licensee under Paragraph 9.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED Prior to resuming control under Paragraph 7.3, NIH shall give written notice to Licensee providing Licensee specific notice of, and a [***]] opportunity to respond to, NIH’s concerns as to the items referenced in 7.3(a)-7.3(c). A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted If Licensee fails to initiate corrective action to NIH’s satisfaction, NIH may reassume control of the preparation, filing, prosecution, and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) maintenance of any and 230.406all patent applications or patents included in the Licensed Patent Rights. 7.2 7.5 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and provide permit each other with at least fourteen (14) days to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, unless fourteen (14) days is not available prior to the statutory deadline of a potentially affected document, in which case the Parties will provide each other with as much opportunity as reasonably possible to comment and offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be considered by the other party in good faithparty.