Common use of Patent Matters Clause in Contracts

Patent Matters. (a) Sellers shall use their reasonable efforts to satisfy the Patent Condition prior to Closing, including but not limited to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. 19.1 ABI will, in a scientifically and commercially reasonable manner, file and prosecute patent applications and maintain patents in the Territory relating to the Technology, the ABI Owned Developments and any improvements made by or on behalf of ABI (a) Sellers shall use their reasonable efforts "ABI Developments"). ---------------- 19.2 APP will not attempt to satisfy file or prosecute any patent applications or maintain any patent covering the Patent Condition prior to ClosingTechnology, including but not limited to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, properABI Developments, or advisable the ABI Owned Developments except: (i) as ABI may, in order its sole discretion, approve in writing; (ii) in the event ABI elects to defend all lawsuits discontinue or abandon the prosecution and/or maintenance of any patent or patent application covering the Technology in the Territory, it shall provide adequate notice to APP and shall give APP the opportunity to file, continue prosecution of, pay any issuance fee and/or maintain such patent application and/or patent at APP's own expense. 19.3 APP may take whatever steps it deems necessary to protect and enforce its rights and interest in APP Owned Developments. ABI will not attempt to file or prosecute any patent applications or maintain any patent covering the APP Owned Developments. 19.4 If either Party becomes aware of any Product or activity of any third party that involves or may involve infringement or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability violation of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior any patent relating to the ClosingProprietary Information, Sellers have provided Buyers with APP Owned Developments (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed related to the Product), ABI Owned Developments, ABI Developments or other Proprietary Right in the Territory, that Party must promptly notify the other Party in writing of the infringement or violation. 19.5 ABI will have the first right, but not the obligation, to file suit or take other action to prevent the infringement of any patents or Technology owned by ABI related to the Product in the Territory. If ABI takes such action, ABI will control any action undertaken by ABI against an infringer, and ABI may enter into settlements, stipulated judgments or other arrangements respecting the infringement, at its own expense unless the proposed settlements, judgments or arrangements would adversely affect APP, in which case, they will be subject to APP's consent which will not be unreasonably withheld. If ABI takes such action, ABI will defend, indemnify and hold APP harmless from related costs and expenses for such claimed infringement. APP will permit an action to be brought by ABI in APP's name if required by law. APP agrees to provide all assistance that ABI may reasonably require in any litigation, including providing written evidence, deposition and trial testimony, for which ABI will pay APP a reasonable hourly rate of compensation, together with reimbursement for out-of-pocket costs. Any damages or other recovery from an infringement action undertaken by ABI pursuant to this Section 19.5 to enforce ABI's ------------ Proprietary Rights relating to the Product sold in the Territory, will be used first to reimburse ABI's legal costs and expenses incurred in the action and thereafter any damages or other recovery relating to Products sold by the PTOAPP Parties in the Territory will be shared equally with APP. 19.6 If ABI does not, within 90 days after receipt of notice of a patent infringement relating to the use of the Product sold by Sellersthe APP Parties in the Territory, commence action directed toward restraining or enjoining such patent infringement, APP may take such legally permissible action as it deems necessary or appropriate to enforce ABI's patent rights and restrain such infringement at its own expense unless the actions would adversely affect ABI, in either which case supported by documentary they will be subject to ABI's consent which will not be unreasonably withheld. If APP takes such action, APP will indemnify, defend and hold harmless ABI in respect of any such action. Any damages or other evidence that Buyer has determined recovery from an infringement action undertaken by APP pursuant to this Section 19.6 to ------------ enforce ABI Proprietary Rights on the Product sold in its sole but reasonable discretion is sufficient the Territory, will be first used to demonstrate reimburse APP's legal costs and expenses incurred in such action and thereafter shared equally with reasonable certainty that ABI; provided if any portion of such damages or other recovery relate to infringement outside the Invention was conceived Territory or Product not sold by the inventors set forth APP Parties in the Invention Patent prior Territory, such portion shall be paid 100% to ABI. 19.7 Each Party must fully cooperate with the other Party bringing any action, including joining as a Party to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Conditionsuit, the technical disclosure contained in any such evidence must make the showing of factsif necessary, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may includealso including, without limitation: (a) inventor notebooks, notes, supplying essential documentary evidence and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined making essential witnesses then in its sole but reasonable discretion that employ available. 19.8 If any third party threatens or commences a lawsuit against either Party alleging the Patent Condition has been satisfiedProduct in any way infringes or otherwise violates any Proprietary Rights of such third party, it shall promptly notify the other Party in writing.

Patent Matters. (a) Sellers shall As of the Effective Date: (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Date, it has not received written notice from any Third Party that any composition, process or use their reasonable efforts to satisfy claimed by the Patent Condition prior Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to Closing, including but not limited BAXTER all issued patents and published Third Party patent applications that have been disclosed to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor SANGAMO in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability results of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the samesuch searches. (biii) For SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party which is or would constitute an infringement of the purposes Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of this AgreementSANGAMO and its advisors, as BAXT▇▇ ▇▇▇▇▇ ▇▇▇essary or appropriate, regarding the “Patent Condition” Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any patent or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to have been satisfied by Sellers if, prior be licensed to BAXT▇▇ ▇▇ part of the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, Rights under this Agreement but only to the extent allowed by necessary for BAXTER to exercise the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient license rights granted to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcit under this Agreement.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. (a) Sellers Fujitsu shall use their reasonable efforts to satisfy the Patent Condition prior to Closing, including but not limited to providing Buyer with instruments and documents that will allow Sellers (defend any suit or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights proceeding brought against Dealer and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter hold Dealer harmless from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, any damages finally awarded against Dealer to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty they are based upon a claim that the Invention was conceived Products sold by Fujitsu infringe a United States patent or copyright (excepting a claim based upon a design or modification incorporated in such Products at die request of Dealer or a claim based upon the inventors set forth in the Invention Patent prior to the effective date use of the reference cited Products in the Other Claim. To be useful combination with other apparatus in satisfying the Patent Condition, the technical disclosure contained which event(s) Dealer shall indemnify Fujitsu);provided that Dealer promptly notifies Fujitsu in writing within ten (10) days of receipt of notice of any such evidence must make suit or proceeding and provided that Dealer gives Fujitsu the showing right to defend or control the defense and/or settlement of factsany such suit or proceeding (at Fujitsu's expense) and Dealer provides all necessary information and assistance for such defense. In the event the Products, or any part thereof is in character such suit held to constitute infringement and/or the use of said Products or part is enjoined, Fujitsu may, at its own expense and weightobligation, and at Fujitsu election procure for the Dealer the right to establish reduction continue using said Product or may replace same with non-infringing equipment modify it so it becomes non-infringing, or remove said item of equipment and refund the Purchase Price thereof paid to practice Fujitsu less a reasonable deduction commensurate with the value of the Invention as claimed in the Invention Patent prior to the effective date use of the reference cited in the Other Claimsaid Product. THIS SECTION 18 SETS FORTH FUJITSU'S ENTIRE LIABILITY AND RESPONSIBILITY WITH RESPECT TO PATENTS AND COPYRIGHTS. THIS SECTION SHALL NOT APPLY TO APPLICATION PROCESSORS MANUFACTURED BY A THIRD PARTY AND SOLD UNDER THIS AGREEMENT, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may includeAND FUJITSU SHALL HAVE- NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO SUCH APPLICATION PROCESSORS, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcUNLESS THIS SECTION IS INCORPORATED BY REFERENCE INTO THE AMENDMENT AUTHORIZING DEALER TO SELL SUCH APPLICATION PROCESSOR.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. (a) Sellers RTI shall use their reasonable efforts be responsible for payment of maintenance fees for US Patent [*] that become due after the Effective Date. (b) If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a third party with respect to satisfy Licensor Patent Rights and the Licensor Intellectual Property in the Field, such party shall promptly notify the other party and shall provide such other party with available evidence of such events. (c) RTI shall have the first option to pursue any enforcement or defense of Licensor Patent Condition prior to ClosingRights and the Licensor Intellectual Property against infringement or misappropriation, including but defense against a declaratory judgment action alleging invalidity or non-infringement of any of the Licensor Patent Rights and the Licensor Intellectual Property in the Field; provided, that RTI pays all costs and expenses related to the same, keeps Licensor reasonably informed of its progress and provides Licensor with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. RTI shall notify Licensor of its decision to exercise its right to enforce or defend Licensor Patent Rights or Licensor Intellectual Property not limited later than [*] following its discovery or receipt of notice of the alleged infringement or misappropriation. (d) If (i) RTI notifies Licensor that it will not enforce Licensor Patent Rights and the Licensor Intellectual Property in accordance with Section 1.2(c); (ii) RTI has exhausted all legal appeals with respect to providing Buyer with instruments and documents that will allow Sellers causing the alleged infringement or misappropriation to cease or causing the person alleging the infringement or misappropriation to forebear, (iii) RTI fails to bring an infringement or Buyer, as misappropriation action within [*] following its successor in interestdiscovery or receipt of notice of the alleged infringement or misappropriation or (iv) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, RTI is not diligently pursuing an infringement or advisable in order to defend all lawsuits misappropriation action or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting diligently defending the validity or enforceability of Sellers’ Registered Licensor Patent Rights and the Licensor Intellectual Property Rights and at issue, then Licensor shall cooperate have the right to pursue the alleged infringer or party responsible for the alleged misappropriation or take control of any action initiated by, or being defended by, RTI at Licensor’s own expense. Notwithstanding the foregoing, if RTI has not initiated an infringement or misappropriation action as described under (iii) above, or ceased to pursue such action, on the advice of outside patent counsel, then Licensor agrees not to initiate such an action without RTI’s prior consent not to be unreasonably withheld or delayed (with Buyer following the Closing in Buyer’s efforts in doing determination of reasonableness taking into account the same. (b) For the purposes costs of this Agreementsuch litigation, its likelihood for success, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent potential damages or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notessettlement recovery, and other electronic records maintained by the inventors potential for exposure to counterclaims and defenses against RTI with respect to any RTI Patent Rights with respect to the Invention (b) internal discussions (e-mailsapplicable Licensed Product). In any such case, memosRTI will, etcwherever possible under applicable law, substitute Licensor as party plaintiff for purposes of pursuing any alleged infringer or party responsible for the alleged misappropriation, or as defendant for defending any Licensor Patent Rights or Licensor Intellectual Property.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts Any recovery of presentations or articles for conferences, lectures, trade-shows damages or other internal peer-review, (gsums recovered in a proceeding or action with regard to Licensor Patent Rights and the Licensor Intellectual Property Rights handled by a party pursuant to Section 1.2(c) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.or

Patent Matters. Delete Paragraph 5.1 in its entirety and replace it with the following: “ (a) Sellers LICENSEE shall use their reasonable efforts to satisfy be responsible for the prosecution and maintenance of any Patent Condition prior to ClosingRights claiming or covering any Inventions, including but not limited to providing Buyer and UNIVERSITY shall reasonably cooperate with instruments LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and documents that will allow Sellers (or Buyerall patent applications, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closingformal documents, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, properassignments, or advisable in order to defend all lawsuits other instruments which LICENSEE deems necessary or other legalreasonably useful for the filing, regulatory prosecution, and maintenance, of any Patent Rights claiming or other proceedings to covering any such Inventions, which either Seller is a party challenging may be filed or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights prepared at LICENSEE's cost and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the sameexpense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the prosecution of Patent Rights. LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and comment. (c) If LICENSEE plans to abandon, cease prosecution or not maintain any patent(s) or patent application(s) in Patent Rights, then to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY with at least [***] notice of such plan and UNIVERSITY shall have the right, in UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of such patent or patent application at its own expense. (d) For clarity, nothing in this Amendment relieves LICENSEE from its obligation to make disclosures to UNIVERSITY.” In consideration for this Amendment No. 1, LICENSEE shall pay UNIVERSITY an amendment fee of [***] within [***] of receipt of an invoice. All other terms and conditions in the purposes Agreement between LICENSEE and UNIVERSITY effective April 23, 2020 shall remain unchanged and in effect. The parties agree this Amendment No. 1 may be executed electronically and in two or more counterparts each of this Agreement, the “Patent Condition” which shall be deemed to have been satisfied by Sellers if, prior to an original and all of which together shall constitute but one and the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcsame document.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. (a) Sellers The party that owns an Improvement, as determined pursuant to the provisions of paragraph 6, shall have the right, in its sole discretion, to (i) affirmatively seek patent protection for any such Improvement at its sole cost and expense or (ii) maintain any Improvement as a trade secret. If a party that owns an Improvement that is or may be patentable determines to maintain such Improvement as a trade secret (a "Trade Secret Election"), it shall use their reasonable commercial efforts to satisfy give the other party written notice of such Trade Secret Election within a reasonable time after the creation, development or acquisition of such Improvement by such party. In the case of any Improvement as to which the owning party has not made a Trade Secret Election, such party shall be obligated, at its sole expense, to diligently pursue on a commercially reasonable basis the application, prosecution and maintenance of a Patent Condition prior within the Territory with respect to Closingsuch Improvement; provided that such party may elect to forego patent protection by giving written notice to the other party of such election (a "Patent Protection Abandonment") promptly thereafter, including following which the other party shall have the right (but not limited to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interestthe obligation) to successfully withstand seek such patent protection for such Improvement in its own name and at its own expense. If, following a Patent Protection Abandonment by the Reexamination. From party owning a patentable Improvement, the other party files or continues the prosecution of a patent application and after the date hereof until the Closingultimately obtains a Patent in its name with respect to an Improvement owned by such party, Sellers such party shall use their reasonable efforts to take all actions and to do all things necessaryhave an irrevocable, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the sameroyalty-free unrestricted license under such Patent. (b) For the purposes of this AgreementEach party shall provide each other party with such assistance as may be reasonably requested, the “Patent Condition” shall be deemed from time to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellerstime, in either case supported by documentary or other evidence that Buyer has determined connection with efforts to seek patent protection for any Improvement in its sole but reasonable discretion is sufficient accordance with paragraph 7(a), including the execution of any documents necessary to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any obtain and maintain such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Inventionprotection; provided, however, that the provision party responsible for seeking patent protection shall reimburse such party for any out-of pocket fees and expenses reasonably incurred by such party in providing such assistance. ECC and Sweetheart shall conduct, no less frequently than semiannually, periodic technology review meetings at which ECC shall provide Sweetheart with copies of any document new patents that have issued on any patent applications included in the Licensed Patents since the time of the prior technology review meeting (if any) and the parties will review (i) the status of the prosecution of then pending patent applications included in the Licensed Patents, (ii) any Improvements that have been made by either party since the time of the prior technology review meeting (if applicable) and (iii) other matters relating to the development of Improvements and the protection and status of the Technology. (c) ECC shall pay or cause to be paid all maintenance fees and annuities as they become due in respect of any other evidence Licensed Patents, the practice of which is necessary in connection with the manufacturing and sale of Products. If ECC elects not to pay or cause to be paid any such fees or annuities, it shall use reasonable efforts to give written notice of such election to Sweetheart before the due date therefor, and Sweetheart shall have the right (but not be deemed the obligation) to have satisfied pay such fees or annuities. ECC shall take all steps reasonably within its control to further the Patent Condition unless diligent prosecution of any pending patent applications included in the Licensed Patents. (d) ECC shall provide Sweetheart within 30 days after the date hereof a listing of all existing patents and until Buyer has determined pending patent applications included in its sole but reasonable discretion that the Patent Condition has been satisfiedLicensed Patents on the date hereof. (e) ECC agrees to maintain the confidentiality of Sweetheart Improvements as to which Sweetheart makes a Trade Secret Election in accordance with the provisions of the Confidentiality Agreement.

Patent Matters. (a) Sellers RTI shall use their reasonable efforts be responsible for payment of maintenance fees for US Patent [*] that become due after the Effective Date. (b) If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a third party with respect to satisfy Licensor Patent Rights and the Licensor Intellectual Property in the Field, such party shall promptly notify the other party and shall provide such other party with available evidence of such events. (c) RTI shall have the first option to pursue any enforcement or defense of Licensor Patent Condition prior to ClosingRights and the Licensor Intellectual Property against infringement or misappropriation, including but defense against a declaratory judgment action alleging invalidity or non-infringement of any of the Licensor Patent Rights and the Licensor Intellectual Property in the Field; provided, that RTI pays all costs and expenses related to the same, keeps Licensor reasonably informed of its progress and provides Licensor with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. RTI shall notify Licensor of its decision to exercise its right to enforce or defend Licensor Patent Rights or Licensor Intellectual Property not limited later than [*] following its discovery or receipt of notice of the alleged infringement or misappropriation. (d) If (i) RTI notifies Licensor that it will not enforce Licensor Patent Rights and the Licensor Intellectual Property in accordance with Section 1.2(c); (ii) RTI has exhausted all legal appeals with respect to providing Buyer with instruments and documents that will allow Sellers causing the alleged infringement or misappropriation to cease or causing the person alleging the infringement or misappropriation to forebear, (iii) RTI fails to bring an infringement or Buyer, as misappropriation action within [*] following its successor in interestdiscovery or receipt of notice of the alleged infringement or misappropriation or (iv) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, RTI is not diligently pursuing an infringement or advisable in order to defend all lawsuits misappropriation action or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting diligently defending the validity or enforceability of Sellers’ Registered Licensor Patent Rights and the Licensor Intellectual Property Rights and at issue, then Licensor shall cooperate have the right to pursue the alleged infringer or party responsible for the alleged misappropriation or take control of any action initiated by, or being defended by, RTI at Licensor’s own expense. Notwithstanding the foregoing, if RTI has not initiated an infringement or misappropriation action as described under (iii) above, or ceased to pursue such action, on the advice of outside patent counsel, then Licensor agrees not to initiate such an action without RTI’s prior consent not to be unreasonably withheld or delayed (with Buyer following the Closing in Buyer’s efforts in doing determination of reasonableness taking into account the same. (b) For the purposes costs of this Agreementsuch litigation, its likelihood for success, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent potential damages or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notessettlement recovery, and other electronic records maintained by the inventors potential for exposure to counterclaims and defenses against RTI with respect to any RTI Patent Rights with respect to the Invention (b) internal discussions (e-mailsapplicable Licensed Product). In any such case, memosRTI will, etcwherever possible under applicable law, substitute Licensor as party plaintiff for purposes of pursuing any alleged infringer or party responsible for the alleged misappropriation, or as defendant for defending any Licensor Patent Rights or Licensor Intellectual Property.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) Any recovery of damages or other sums recovered in a proceeding or action with regard to Licensor Patent Rights and the Licensor Intellectual Property Rights handled by a party pursuant to Section 1.2(c) or Section 1.2(d) shall be applied first in satisfaction of any contemporaneous disclosures to a patent attorney unreimbursed expenses and legal fees of the party bringing or company’s legal departmentdefending the proceeding or action (the “Acting Party”) and next, if applicable, in satisfaction of the costs and expenses incurred by the other party in connection therewith, including reasonable attorneys’ fees involved in the prosecution and/or defense of any proceeding or action and, if after such reimbursement any funds shall remain from such damages or other sums recovered, the remaining recovery shall be retained one hundred percent (100%) by the Acting Party. No settlement, consent judgment or other voluntary final disposition of any suit regarding Licensor Patent Rights and the Licensor Intellectual Property may be entered into without the consent of the other party, which consent shall not be unreasonably withheld. (f) In any drafts infringement or misappropriation suit that either party may institute to enforce Licensor Patent Rights and the Licensor Intellectual Property, or in any declaratory judgment action alleging invalidity, non‑infringement or non-misappropriation of presentations any Licensor Patent Rights and the Licensor Intellectual Property brought against Licensor or articles for conferencesRTI, lecturesthe other party shall, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding at the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design request and expense of the Inventionparty initiating or defending the suit or action, (i) any internal funding cooperate and assist in all reasonable respects, having its employees testify when requested and making available relevant records, papers, information, specimens and the like. In addition, upon the reasonable request of the party instituting an action under this Section 1.2, or project proposals with respect to if required by applicable law, the Inventionother party shall join such action and shall be represented using counsel of its own choice, (j) any milestones or project-progress reports with respect to at the Invention and (k) minutes from team meetings (during relevant time period) discussing the Inventionrequesting party’s expense; provided, howeverthat if RTI does not initiate an action hereunder on the advice of outside patent counsel, that the provision of any document or any other evidence then Licensor may not require RTI to join such action but Licensor may have RTI join such action as an involuntary party, but RTI shall not be deemed required to have satisfied the Patent Condition unless and until Buyer has determined participate in its sole but reasonable discretion that the Patent Condition has been satisfiedsuch action.

Patent Matters. Delete Paragraph 5.1 in its entirety and replace it with the following: (a) Sellers LICENSEE shall use their reasonable efforts to satisfy be responsible for the prosecution and maintenance of any Patent Condition prior to ClosingRights claiming or covering any Inventions, including but not limited to providing Buyer and UNIVERSITY shall reasonably cooperate with instruments LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and documents that will allow Sellers (or Buyerall patent applications, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closingformal documents, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, properassignments, or advisable in order to defend all lawsuits other instruments which LICENSEE deems necessary or other legalreasonably useful for the filing, regulatory prosecution, and maintenance, of any Patent Rights claiming or other proceedings to covering any such Inventions, which either Seller is a party challenging may be filed or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights prepared at LICENSEE's cost and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the sameexpense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the prosecution of Patent Rights. LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and comment. (c) If LICENSEE plans to abandon, cease prosecution or not maintain any patent(s) or patent application(s) in Patent Rights, then to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY with [***] notice of such plan and UNIVERSITY shall have the right, in UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of such patent or patent application at its own expense. (d) For clarity, nothing in this Amendment relieves LICENSEE from its obligation to make disclosures to UNIVERSITY.” In consideration for this Amendment No. 2, LICENSEE shall pay UNIVERSITY an amendment fee of [***] within [***] of receipt of an invoice. All other terms and conditions in the purposes Agreement between LICENSEE and UNIVERSITY effective October 4, 2021 shall remain unchanged and in effect. The parties agree this Amendment No. 2 may be executed electronically and in two or more counterparts each of this Agreement, the “Patent Condition” which shall be deemed to have been satisfied by Sellers if, prior to an original and all of which together shall constitute but one and the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcsame document.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. 10.1 Licensor retains the sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (ai) Sellers except as Licensor may, at its sole discretion, approve in writing and (ii) except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so. Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall use their be owned solely by such party. Such party shall have the right, at its own expense and solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and patent applications in the Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable efforts patent and patent application markings requested by Licensor. 10.2 If Licensee becomes aware of any product or activity of any third party that involves infringement or violation of any Licensor patent or other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to satisfy the Patent Condition prior to Closingtake action, Licensee will fully cooperate therewith at Licensor’s expense, including but not limited joining as a party, if necessary. If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to providing Buyer with instruments enforce Licensor’s patent rights and documents that restrain such infringement. Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will allow Sellers (or Buyerindemnify Licensor for any third- party damages, as its successor well as Licensor’s expenses, costs and attorneys’ fees, in interestconnection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor. If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to successfully withstand all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise. 10.3 Licensee understands that Licensor has not conducted comprehensive patent searches in all of the Reexaminationcountries in the Territory. From Licensor and after the date hereof until the Closing, Sellers shall use their reasonable efforts Licensee agree to take all actions work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to do all things necessary, proper, exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or advisable similar laws in order any of the countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to defend all lawsuits or the other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes writing before execution of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. Delete Paragraph 5.1 in its entirety and replace it with the following: (a) Sellers LICENSEE shall use their reasonable efforts to satisfy be responsible for the prosecution and maintenance of any Patent Condition prior to ClosingRights claiming or covering any Inventions, including but not limited to providing Buyer and UNIVERSITY shall reasonably cooperate with instruments LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and documents that will allow Sellers (or Buyerall patent applications, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closingformal documents, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, properassignments, or advisable in order to defend all lawsuits other instruments which LICENSEE deems necessary or other legalreasonably useful for the filing, regulatory prosecution, and maintenance, of any Patent Rights claiming or other proceedings to covering any such Inventions, which either Seller is a party challenging may be filed or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights prepared at LICENSEE's cost and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the sameexpense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the prosecution of Patent Rights. LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and comment. (c) If LICENSEE plans to abandon, cease prosecution or not maintain any patent(s) or patent application(s) in Patent Rights, then to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY with at least [***] notice of such plan and UNIVERSITY shall have the right, in UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of such patent or patent application at its own expense. (d) For clarity, nothing in this Amendment relieves LICENSEE from its obligation to make disclosures to UNIVERSITY.” In consideration for this Amendment No. 1, LICENSEE shall pay UNIVERSITY an amendment fee of [***] within [***] of receipt of an invoice. All other terms and conditions in the purposes Agreement between LICENSEE and UNIVERSITY effective April 23, 2020 shall remain unchanged and in effect. The parties agree this Amendment No. 1 may be executed electronically and in two or more counterparts each of this Agreement, the “Patent Condition” which shall be deemed to have been satisfied by Sellers if, prior to an original and all of which together shall constitute but one and the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcsame document.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. 10.1 Licensor retains the sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (ai) Sellers except as Licensor may, at its sole discretion, approve in writing and (ii) except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so. Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall use their be owned solely by such party. Such party shall have the right, at its own expense and solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and patent applications in the Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable efforts patent and patent application markings requested by Licensor. 10.2 If Licensee becomes aware of any product or activity of any third party that involves infringement or violation of any Licensor patent or other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to satisfy the Patent Condition prior to Closingtake action, Licensee will fully cooperate therewith at Licensor’s expense, including but not limited joining as a party, if necessary. If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to providing Buyer with instruments enforce Licensor’s patent rights and documents that restrain such infringement. Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will allow Sellers (or Buyerindemnify Licensor for any third-party damages, as its successor well as Licensor’s expenses, costs and attorneys’ fees, in interestconnection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor. If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to successfully withstand all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise. 10.3 Licensee understands that Licensor has not conducted comprehensive patent searches in all of the Reexaminationcountries in the Territory. From Licensor and after the date hereof until the Closing, Sellers shall use their reasonable efforts Licensee agree to take all actions work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to do all things necessary, proper, exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or advisable similar laws in order any of the countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to defend all lawsuits or the other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes writing before execution of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. (a) Sellers shall use their reasonable efforts 5.1 LICENSOR hereby covenants to satisfy BARD that, during the Patent Condition prior to Closing, including but not limited to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes term of this Agreement, LICENSOR, at its expense: (i) shall maintain all issued Letters Patent listed on SCHEDULE E, SCHEDULE F, and SCHEDULE G, which are attached hereto and incorporated herein, and (ii) shall diligently prosecute all applications for Letters Patent listed on SCHEDULE E, SCHEDULE F and SCHEDULE G and shall maintain all Letters patent issuing thereon, and (iii) shall prepare such other applications for Letters Patent directed toward SUPERSLIP COATING, BIOSTATIC COATING, STAY WET COATING and each NET COATING which LICENSOR deems advisable, shall file such applications in such countries as LICENSOR deems advisable, shall diligently prosecute the “same and shall maintain all Letters Patent Condition” shall be deemed issuing thereon. 5.2 In the event any party hereto knows or has reason to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers believe that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified any issued patent included in the Invention Patent orPROPRIETARY RIGHTS is being infringed, to the extent allowed either directly or indirectly by the PTOany third party which is not an AFFILIATE, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mailsLICENSED APPLICATION, memosthe party possessing such knowledge or belief shall promptly notify the other. In said event, etc.) regarding BARD, at its sole cost and expense, shall have the Inventionfirst right, but not the obligation, to attempt to stop any such infringement by taking such action as BARD, in its sole judgment, deems appropriate, including prosecution of a lawsuit. In the event BARD institutes a lawsuit against any such infringer, LICENSOR hereby agrees to be named as a nominal party herein, if required by applicable law. In the last mentioned event, (cii) drafts LICENSOR is named as a nominal party, BARD hereby agrees to reimburse LICENSOR for reasonable attorneys' fees incurred by LICENSOR incident to its being named a nominal party within thirty (30) days of patent applications BARD's receipt of documentation supporting such fees. The parties hereby agree that all recoveries and awards that may be obtained as a result of any action taken by BARD with respect to any such infringement, including any settlement thereof, shall be the Invention or sole and exclusive property of BARD. In the Invention Patentevent BARD fails to take any action against the alleged infringer within sixty (60) business days of issuance of any notice referred in the first sentence of this Section 5.2, (d) interview LICENSOR, thereafter, shall have the right, but not the obligation, at its sole cost and expense, to attempt to stop such alleged infringement by taking such action as LICENSOR, in its sole judgment, deems appropriate, including prosecution of a patent attorney (or lawsuit. The parties hereby agree that all recoveries and awards that may be obtained as a colleague or team member) regarding the Invention, (e) result of any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals action taken by LICENSOR with respect to such alleged infringement, including any settlement thereof, shall be the Inventionsole and exclusive property of LICENSOR, (j) it being expressly agreed that LICENSOR shall have the right to settle any milestones or project-progress reports such action on such terms as it deems appropriate, provided such settlement is not inconsistent with respect the rights herein granted to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfiedBARD.

Patent Matters. Licensor retains the sole right and discretion to file and prosecute any foreign or US patent applications and maintain patents relating to the Licensed Patents or any improvements made by Licensor. Licensor will provide any status reports or other information relating to patents or patent applications that licensee requests in writing. Unless agreed otherwise in writing, in advance, Licensee will not file, apply for or prosecute any foreign patents corresponding to the Licensed Patents. Any improvements to any technology expressly claimed by the Licensed Patents (whether or not patentable or copyrightable) will be owned solely by Licensor. If either party becomes aware of any product or activity of any third party that involves infringement or violation of any Licensed Patents or other proprietary right of Licensor, then such party will promptly notify the other party in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate. If Licensor elects to take action, Licensee will fully cooperate therewith at Licensee's expense. If Licensor initiates and prosecutes any such action under this Section 5, all amounts received will first be used to reimburse Licensor's legal expense (including court costs and attorney's fees) and Licensor will be entitled to (a) Sellers shall use their 50% of all amounts awarded by way of judgment, settlement or compromise if the amounts received are in compensation for lost reasonable efforts to satisfy the Patent Condition prior to Closing, including but not limited to providing Buyer with instruments and documents that will allow Sellers (royalties or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the same. (b) For the purposes 10% of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers any amounts received that it has elected to not pursue further the Reexamination regarding the Invention Patent are compensation for Licensee's lost profits on sales of products or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, technology and in either such case supported by documentary the remainder will be paid to Licensee. If Licensor elects not to take any action in connection with such infringement or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient violation, Licensee may, on Licensor's behalf and as exclusive licensee, initiate action to demonstrate with reasonable certainty that enforce the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claimrights granted hereunder. To be useful in satisfying the Patent Condition, the technical disclosure contained in any In such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Inventionevents, (i) any internal funding or project proposals Licensor agrees to appoint Licensee as its lawful attorney in fact with respect full power to the Inventionprosecute such action, (jii) Licensee will bear the costs of such action and (iii) any milestones amounts received will first be used to reimburse Licensee's legal expenses and the remaining portion will be allocated 90% to Licensee and 10% to Licensor. Licensee understands that Licensor has not conducted comprehensive patent searches in all countries. Licensor and Licensee will work cooperatively regarding issues concerning patents and proprietary rights and similar matters and to exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or project-progress reports with respect similar laws in any country. Licensee represents and warrants that it is not aware of infringement or potential infringement by any third parties that have not been communicated to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision Licensor in writing before execution of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfiedthis Agreement.

Patent Matters. STARBURST ASSET PURCHASE AGREEMENT (a) Sellers shall use their reasonable efforts to satisfy the Patent Condition If at any time prior to Closingthe fifth (5th) anniversary of the Closing Date the representation and warranty of Sellers set forth in Section 5.8(c) would not have been true and correct as of the Closing Date, including but not limited with respect to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interest) a Patent issued to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either a Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing Date, such Patent shall, on request from Purchaser, be deemed to be a Licensed Patent as of the Closing Date. The foregoing shall be Purchaser's sole and exclusive remedy for any breach of the representation and warranty of Sellers set forth in Buyer’s efforts in doing the sameSection 5.8(c). (b) For the purposes of this Agreement, the “Patent Condition” shall be deemed to have been satisfied by Sellers if, Each Seller covenants and agrees that at no time prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date fifth anniversary of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other ClaimClosing Date will it (or its subsidiary, or conception permitted successor or assign to its license under Section 3.2(a)) bring or assert against Purchaser, its Control Affiliates or any of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice their respective successors or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors assigns with respect to the Invention Business, a claim or suit under any Patent acquired by a Seller (bor its subsidiary or permitted successor or assign to its license under Section 3.2(a)) internal discussions from a third Person after the Closing Date if such Patent (e-mails, memos, etcassuming that it was held by Seller as of the Closing Date) would have been infringed by a Sniffer Product as of the Closing or the Business as of the Closing.) regarding the Invention, (c) drafts Purchaser covenants and agrees that at no time prior to the fifth anniversary of patent applications the Closing Date will it (or its subsidiary or permitted successor or assign with respect to its license under Section 3.1(a)) bring or assert against a Seller, its Control Affiliates or any of their respective successors or assigns with respect to the Invention Retained Business, a claim or the Invention Patent, (d) interview of a patent attorney suit under any Patent acquired by Purchaser (or a colleague its subsidiary or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney permitted successor or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals assign with respect to its license under Section 3.1(a)) from a third Person after the Invention, Closing Date if such Patent (jassuming that it was held by Purchaser as of the Closing Date) any milestones would have been infringed by a product or project-progress reports with respect to service of the Invention and (k) minutes from team meetings (during relevant time period) discussing Retained Business as of the Invention; provided, however, that Closing or the provision Retained Business as of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfiedClosing.

Patent Matters. MAYO warrants and represents that: (a) Sellers shall use their reasonable efforts It owns or has a license to satisfy the Patent Condition prior to Closing, including but not limited to providing Buyer with instruments and documents that will allow Sellers (or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Licensed Rights and shall cooperate Licensed Know-How and that it has not made any commitments to others regarding the Licensed Rights and/or Licensed Know-How in the Field of Use that would conflict with Buyer following the Closing in Buyer’s efforts in doing rights granted to the sameCompany hereunder. (b) For It has not received written notice from any third party that any composition, process or use claimed by the purposes Licensed Rights infringes an issued patent of this Agreement, such third party. (c) It has no actual knowledge of any current action conducted by a third party which is or would constitute an infringement of the “Patent Condition” shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified Licensed Rights in the Invention Patent orField of Use. (d) To its knowledge the Licensed Rights permit the manufacture, use, sale and importation of Licensed Products without infringement upon registered rights of any third party within the United States of America. (e) It has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by MAYO or licensed to MAYO with the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient right to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth grant sublicenses which would be infringed in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed Licensed Rights in the Invention Patent prior Field of Use in the Territory or in the manufacture, use, sale and importation of Licensed Products. (f) The rights in and to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior Licensed Rights and Licensed Know-How granted to the effective date Company under this contract are free and clear of the reference cited liens, claims and encumbrances of any third parties claiming by, through or under MAYO. Except as expressly provided in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may includethis contract, without limitation: nothing shall be construed as: (a) inventor notebooks, notes, and other electronic records maintained a warranty or representation by the inventors with respect MAYO as to the Invention validity or scope of any patents contained in the Licensed Rights; (b) internal discussions (e-mails, memos, etc.) regarding the Invention, an obligation to bring or to prosecute actions against third parties for infringement of patent; or (c) drafts conferring by implication, estoppel, or otherwise any patents of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfiedMAYO.

Patent Matters. Delete Paragraph 5.1 in its entirety and replace it with the following: “ (a) Sellers LICENSEE shall use their reasonable efforts to satisfy be responsible for the prosecution and maintenance of any Patent Condition prior to ClosingRights claiming or covering any Inventions, including but not limited to providing Buyer and UNIVERSITY shall reasonably cooperate with instruments LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and documents that will allow Sellers (or Buyerall patent applications, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closingformal documents, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, properassignments, or advisable in order to defend all lawsuits other instruments which LICENSEE deems necessary or other legalreasonably useful for the filing, regulatory prosecution, and maintenance, of any Patent Rights claiming or other proceedings to covering any such Inventions, which either Seller is a party challenging may be filed or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights prepared at LICENSEE's cost and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the sameexpense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the prosecution of Patent Rights. LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and comment. (c) If LICENSEE plans to abandon, cease prosecution or not maintain any patent(s) or patent application(s) in Patent Rights, then to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY with at least [***] notice of such plan and UNIVERSITY shall have the right, in UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of such patent or patent application at its own expense. (d) For clarity, nothing in this Amendment relieves LICENSEE from its obligation to make disclosures to UNIVERSITY.” In consideration for this Amendment No. 2, LICENSEE shall pay UNIVERSITY an amendment fee of [***] within [***] of receipt of an invoice. All other terms and conditions in the purposes Agreement between LICENSEE and UNIVERSITY effective October 4, 2021 shall remain unchanged and in effect. The parties agree this Amendment No. 2 may be executed electronically and in two or more counterparts each of this Agreement, the “Patent Condition” which shall be deemed to have been satisfied by Sellers if, prior to an original and all of which together shall constitute but one and the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application for the Invention Patent. The documentary or other evidence provided by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etcsame document.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype, manufacture, design of the Invention, (i) any internal funding or project proposals with respect to the Invention, (j) any milestones or project-progress reports with respect to the Invention and (k) minutes from team meetings (during relevant time period) discussing the Invention; provided, however, that the provision of any document or any other evidence shall not be deemed to have satisfied the Patent Condition unless and until Buyer has determined in its sole but reasonable discretion that the Patent Condition has been satisfied.

Patent Matters. (a) Sellers As between the Parties, ▇▇▇▇▇▇▇▇▇▇▇ shall use their reasonable efforts exclusively control all patent and trademark matters relating to satisfy the Patent Condition prior to ClosingLicensed IP worldwide, including but not limited to providing Buyer with instruments registration, prosecution, defense and documents that will allow Sellers (or Buyer, as its successor in interest) to successfully withstand the Reexamination. From and after the date hereof until the Closing, Sellers shall use their reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to defend all lawsuits or other legal, regulatory or other proceedings to which either Seller is a party challenging or affecting the validity or enforceability of Sellers’ Registered Intellectual Property Rights and shall cooperate with Buyer following the Closing in Buyer’s efforts in doing the samemaintenance thereof. (b) For the purposes of this Agreement, the “Patent Condition” Baylor shall be deemed to have been satisfied by Sellers if, prior to the Closing, Sellers have provided Buyers with (1) a letter from the PTO informing Sellers that it has elected to not pursue further the Reexamination regarding the Invention Patent or (2) appropriate affidavits sworn by either the Inventors identified in the Invention Patent or, to the extent allowed by the PTO, by Sellers, in either case supported by documentary or other evidence that Buyer has determined in its sole but reasonable discretion is sufficient to demonstrate with reasonable certainty that the Invention was conceived by the inventors set forth in the Invention Patent prior to the effective date of the reference cited in the Other Claim. To be useful in satisfying the Patent Condition, the technical disclosure contained in any such evidence must make the showing of facts, in character and weight, to establish reduction to practice of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim, or conception of the Invention as claimed in the Invention Patent prior to the effective date of the reference cited in the Other Claim coupled with due diligence from prior to said date to a subsequent reduction to practice or to the filing of the application reimburse Bellerophon for the Invention Patent. The documentary or other evidence provided costs and expenses incurred by the Sellers may include, without limitation: (a) inventor notebooks, notes, and other electronic records maintained by the inventors with respect to the Invention (b) internal discussions (e-mails, memos, etc.) regarding the Invention, (c) drafts of patent applications with respect to the Invention or the Invention Patent, (d) interview of a patent attorney (or a colleague or team member) regarding the Invention, (e) any contemporaneous disclosures to a patent attorney or company’s legal department, (f) any drafts of presentations or articles for conferences, lectures, trade-shows or other internal peer-review, (g) any disclosure materials given to investors, third-party collaborators, partners, manufacturers regarding the Invention, (h) any ▇▇▇▇-of-materials for prototype▇▇▇▇▇▇▇ in registration, manufactureprosecution, design defense and maintenance of the InventionLicensed IP within the Territory following completion of the Rebuild Trial, provided that Bellerophon shall provide Baylor with reasonable documentation of such costs and expenses. (ic) any internal funding During the Term and thereafter, Baylor shall prosecute and maintain patent applications and patents claiming or project proposals covering Licensed Foreground IP outside the Territory in accordance with respect ▇▇▇▇▇▇▇▇▇▇▇’s instructions and requests, and ▇▇▇▇▇▇▇▇▇▇▇ will reimburse Baylor the costs and expenses for such patent prosecution matters. During the Term and thereafter, ▇▇▇▇▇▇▇▇▇▇▇ shall prosecute and maintain patent applications and patents claiming or covering Foreground Intellectual Property Rights licensed to Baylor hereunder within the InventionTerritory in accordance with Baylor’s instructions and requests, and Baylor will reimburse Bellerophon the costs and expenses for such patent prosecution matters following completion of the Rebuild Trial. (jd) any milestones Each Party shall have the exclusive right at its expense to prepare, file, prosecute, own, maintain, assign, transfer, or project-progress reports with respect to license and defend its Foreground Intellectual Property Rights throughout the Invention and (k) minutes from team meetings (during relevant time period) discussing the Inventionworld; provided, however, that during the provision Term and thereafter Bellerophon shall have the first right, but not the obligation, to defend and enforce Licensed Foreground IP within the INO Business outside of the Territory and in the Ikaria NO Business throughout the world (in each case subject to its obligations to Ikaria, and ▇▇▇▇▇▇’s rights, under Section 9.1.3 of the Upstream License Agreement), and Baylor shall reasonably cooperate with Bellerophon in such efforts, including, at Bellerophon’s expense, joining any action as a party-plaintiff if requested by ▇▇▇▇▇▇▇▇▇▇▇. (e) Each Party shall, and shall cause its Affiliates and representatives to, provide all reasonable assistance and cooperation in connection with the other Party’s prosecution and maintenance activities under this Section 6.3, including by making its employees, agents, and independent contractors reasonably available and executing any necessary documents or instruments. (f) As between the Parties, ▇▇▇▇▇▇▇▇▇▇▇ shall have the sole right, but not the obligation, to defend and control the defense of the validity and/or enforceability of the Licensed IP worldwide, including any inter partes review, post-grant review, and any other post-grant proceedings, including reexamination, reissue, opposition, revocation and other similar proceedings, and Baylor shall not have the right to defend any of the Licensed IP without Bellerophon’s prior written consent. (g) Baylor shall, as soon as reasonably practicable but in any event within thirty (30) days, provide Bellerophon with written notice reasonably detailing any known or alleged infringement or misappropriation by a Third Party of the Licensed IP, and shall notify Bellerophon of any document known filings or submissions within the Territory seeking to challenge or invalidate the Licensed IP and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of the Licensed IP, in each case, as soon as reasonably practicable but in any event within seven (7) days. (h) With respect to any actual or suspected infringement of the Ikaria IP by a Third Party, ▇▇▇▇▇▇ shall have the exclusive right, but not the obligation, to initiate a legal action against such Third Party with respect to such infringement, and Baylor may not initiate any such action without Bellerophon and ▇▇▇▇▇▇’s prior written consent. Upon request by Baylor, ▇▇▇▇▇▇▇▇▇▇▇ agrees to use its Best Endeavors to request ▇▇▇▇▇▇ to take legal actions against such actual or suspected infringement of the Ikaria IP; provided that such infringement has or will adversely impact the Development or Commercialization of the Products in the Territory. (i) With respect to Licensed IP other than Ikaria IP (“Bellerophon IP”), the Parties shall consult and cooperate fully to determine a course of action, including the commencement of legal action by a Party, to terminate infringement or misappropriation of Bellerophon IP in the Territory. Baylor, upon notice to Bellerophon, shall have the first right, but not the obligation, to initiate and prosecute such legal action within the Licensed Field in the Territory at its own expense, or to control the defense of any declaratory judgment action relating to Bellerophon IP. Baylor shall obtain Bellerophon’s prior written consent prior to settling or compromising any such defense. Each Party shall have the right to be represented by counsel of its own choice in such action. Baylor shall bear the cost of any such proceedings or claims initiated by itself. Bellerophon shall, at Baylor’s expense, provide reasonably necessary assistance that Baylor may reasonably require from time to time in the conduct of such claims or proceedings, but Bellerophon is not required to join as a party plaintiff without its prior written consent. Baylor will keep ▇▇▇▇▇▇▇▇▇▇▇ regularly informed of the status and progress of such enforcement efforts and will reasonably consider ▇▇▇▇▇▇▇▇▇▇▇’s comments on any such efforts, including determination of litigation strategy and filing of material papers, and providing copies of all material documents received, prepared and filed in connection with any such action, and shall consult with to determine a course of action with respect to any defense of the validity and/or enforceability of any Bellerophon IP and shall consider in good faith all reasonable comments, requests, and suggestions provided by with respect thereto. The non-enforcing Party will be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Baylor will not settle any claim, suit, or action in any manner that would limit the rights of Bellerophon or Ikaria or impose any obligation on Bellerophon or Ikaria, without the prior written consent of Bellerophon. Recoveries received by Baylor in such action shall be first used to reimburse Bellerophon’s costs and expenses incurred in providing such assistance. (j) Each Party shall promptly notify the other Party upon becoming aware of any actual or threatened claim that Baylor’s Development, manufacture, or Commercialization of any Product infringes or misappropriates the Intellectual Property Rights of a Third Party in the Territory (“Third Party IP Claim”). In all cases, Baylor may defend itself from any such Third Party IP Claim brought against Baylor or its Affiliates or sub-licensees at its own expense and with counsel of its choosing. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Third Party IP Claim, and the other Party shall consult with and offer reasonable assistance to the Party defending against such Third Party IP Claim, at the defending Party’s cost and expense. (k) All information exchanged between the Parties regarding the prosecution, maintenance, enforcement and defense of the Licensed IP will be deemed to be Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such prosecution, maintenance, enforcement and defense, the interests of the Parties as licensors and/or licensees are to, for their mutual benefit, obtain patent protection and plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning Patent Rights under this Section 6.3, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding anything to the contrary in this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Section 6.3 is protected by attorney-client privilege or any other evidence applicable legal privilege or immunity, such Party shall not be deemed required to have satisfied disclose such information and the Patent Condition unless Parties shall in good faith cooperate to agree upon a procedure (which may include entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. (l) For the avoidance of doubt and until Buyer has determined in its sole but reasonable discretion notwithstanding anything to the contrary herein, Baylor may not admit invalidity or unenforceability of any of the Licensed IP or take any action that could impair the Patent Condition has been satisfiedvalidity or enforceability of the Licensed IP, or that could impair ▇▇▇▇▇▇▇▇▇▇▇’s or ▇▇▇▇▇▇’s rights thereto.