Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. 7.1 LSU has the right to control all aspects of drafting, filing, prosecuting, and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filings. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating to the filing, prosecution and maintenance of the patents and patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment of any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 (a) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to the filing, prosecution, and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might have terminated earlier. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result of such pass-through payments and any other payments equals the full amount of reimbursement due LSU under this Section 7.3(a).

Patent Prosecution and Maintenance. 7.1 LSU has 6.1 Following the right to control all aspects of draftingEffective Date, filing, prosecuting, and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filings. LICENSEE Company shall, at its own Company’s expense, perform all actions diligently prosecute and execute maintain the Patent Rights (as the same may be amended or cause supplemented from time to be executed all documents necessary to support such filingtime after the date hereof), prosecutionincluding the filing of patent applications, extensions, continuations, continuations in part, divisionals, re-examinations, or maintenance. 7.2 LSU re-issue applications which Company determines may be required to advance the purposes of this Agreement or otherwise to protect the rights and licenses granted hereunder. Company shall notify LICENSEE keep Licensor reasonably well informed with respect to the status and progress of all official communications received by LSU any such applications, prosecutions and maintenance activities and will consult in good faith with the Licensor and take into account Licensor’s comments and requests with respect thereto. Notwithstanding the foregoing, Company shall diligently seek and maintain broad intellectual property protection for the Licensed Products and Licensed Processes to protect Licensor’s rights and shall not reduce or narrow the scope of any claim of the Patent Rights without Licensor’s prior written consent, which shall not be unreasonably withheld. Both parties shall reasonably cooperate with each other to facilitate the application and prosecution of the Patent Rights pursuant to this Agreement. As of the Effective Date, Licensor has incurred $[…***…] for fees and costs, including attorney’s fees, relating to the filing, prosecution and maintenance of the patents Patent Rights (the “Patent Costs”). Company shall reimburse Licensor for […***…] in two equal payments, one due on the Effective Date and the other on […***…], provided, however, […***…] percent ([…***…]%) of the Patent Costs ($[…***…]) shall be credited against the fee owed to Licensor under Article 4.4.3 and ([…***…]%) of the Patent Costs ($[…***…]) shall be credited against the fee owed to Licensor under Article 4.4.4. 6.2 Subject to Company’s obligation to diligently seek and maintain patent protection for a Licensed Products and Licensed Processes, Company may elect to abandon any patent applications within or issued patents in the PATENT RIGHTSPatent Rights. Following such abandonment, including Licensor shall have the right, but not the obligation, to commence or continue such prosecution and to maintain any lapsesuch Patent Rights under its own control and at its own expense and Company shall no longer have any rights under or to such abandoned Patent Rights, revocation, surrender, invalidation or abandonment of except for those rights that any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 (a) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses third party not a party to this Agreement would have relating to the filingsuch abandoned Patent Rights. Prior to any such abandonment, prosecution, Company shall give Licensor at least sixty (60) days’ notice and a reasonable opportunity to take over prosecution and maintenance of the PATENT RIGHTS, except as specifically provided such Patent Rights. Company agrees to cooperate in Paragraph 7.4. (For this purpose, “unreimbursed past” fees such activities including execution of any assignments or other documents necessary to enable Licensor to obtain and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, retain sole ownership and which amounts had not been reimbursed by a third party as of the same date.) LSU represents that the amount control of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective DatePatent Rights. Proprietary & Confidential - Do Not Redistribute TRACON Pharmaceuticals, and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might have terminated earlier. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result of such pass-through payments and any other payments equals the full amount of reimbursement due LSU under this Section 7.3(a).Inc.

Patent Prosecution and Maintenance. 7.1 LSU has the right to control all aspects of drafting, 7.4.1. LICENSEE shall be responsible for filing, prosecutingprosecuting (including in connection with any reexaminations, oppositions and the like) and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filingsPatent Rights in the Territory. LICENSEE shallshall file, at its own expense, perform all actions prosecute and execute or cause maintain the Patent Rights using qualified outside patent counsel and foreign patent associates selected by LICENSEE; provided that LICENSEE identifies such counsel for PFIZER in advance and PFIZER consents to such counsel (such consent not to be executed unreasonably withheld or delayed). LICENSEE shall be responsible for all documents necessary to support costs and expenses in connection with such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating to the filing, prosecution and maintenance of the patents and maintenance; provided that if LICENSEE intends to abandon, or not file a patent applications within the PATENT RIGHTSapplication included in, including any lapse, revocation, surrender, invalidation or abandonment of any of the patents or patent applications which form Patent Rights in any given country for any purposes, LICENSEE shall provide PFIZER with a written notice of such intent at least [***] in advance of the basis for the PATENT RIGHTS. 7.3 relevant deadline. In such case: (a) PFIZER will provide a written response to LICENSEE at least [***] in advance of the relevant deadline if PFIZER wishes, or wishes to allow a Third Party to, file, prosecute and maintain (in its sole discretion) such Patent Right in such country; (b) if PFIZER provides the affirmative notice under clause (a) above, the LICENSEE shall reimburse LSU promptly provide all files related to filing, prosecuting and maintaining such Patent Right to counsel designated by PFIZER; (c) upon completion of the transfer of such files under clause (b), LICENSEE shall no longer be responsible for all unreimbursed, reasonable, past legal fees the costs and expenses relating to the filing, prosecutionprosecuting and maintaining (as applicable) such Patent Right in such country; and (d) the terms “Patent Rights” and “Future Patent Rights,” as applicable, and maintenance automatically shall be [***]. 7.4.2. LICENSEE shall provide PFIZER with material correspondence with each of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as patent offices pertaining to LICENSEE’s prosecution of the same date.Patent Rights. Upon the written request of PFIZER, LICENSEE shall provide PFIZER with draft copies of all filings and relevant documentation (to the extent not previously submitted to and reviewed by PFIZER) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was relating to a Patent Rights at least [*]; **] prior to the required submission date and shall not file or submit any such filing or documentation until LICENSEE has received comments on such filing and documentation from PFIZER and considered any proposed comments to such filings and documentation in good faith, provided that LICENSEE may file or submit such filings or documentation without considering PFIZER’S comments if LICENSEE has not received any comments from PFIZER at least [***] of this amount shall be paid by prior to the required submission date. LICENSEE within is not required to [*] days after **]. 7.4.3. LICENSEE shall have the Effective Date; [*] first right, but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right that is not a Patent Right, in each case throughout the world, using patent counsel that is reasonably acceptable to PFIZER. If LICENSEE declines to exercise its first right, PFIZER shall have the right (but not the obligation) to prepare, file, prosecute and maintain such Joint Patent Right, in each case throughout the world. The Party that at the time exercises the right to prepare, file, prosecute and maintain such a Joint Patent Right may be paid by LICENSEE within [*] months after referenced as the Effective Date“Controlling Party” below with respect thereto, and the remaining other Party may be referenced as the “Other Party” below with respect thereto. The Controlling Party shall give the Other Party an opportunity to review the text of any patent application with respect to such Joint Patent Right at least [*] shall be paid by LICENSEE within [**] months after before filing and shall consider the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might have terminated earlier. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result of such pass-through payments and any other payments equals the full amount of reimbursement due LSU under this Section 7.3(a).Other Party’s

Patent Prosecution and Maintenance. 7.1 LSU has 6.1 Upon receipt by the right Company of appropriate documentation, the Company shall reimburse the Licensor in an amount not to control all aspects of draftingexceed Two Hundred Twenty Five Thousand Dollars ($225,000) for (a) reasonable past patent expenses, filing, prosecuting, and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filings. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating (b) expenses incurred prior to the filing, prosecution Effective Date with respect to United States and maintenance of the patents and foreign patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment of and (c) administrative costs incurred in connection with any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 foregoing, payable in equal monthly installments over a nine (a9) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to the filing, prosecution, and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. month period commencing ninety (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.90) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after from the Effective Date; [*] provided, however, that the entire amount payable pursuant to this Section 6.1 or the balance thereof, as the case may be, shall be paid by LICENSEE become due and payable on the thirtieth (30th) day following the closing of the first public offering or private placement of debt or equity securities of the Company in which gross proceeds to the Company exceed Two Million Dollars ($2,000,000). Notwithstanding the foregoing, the Company shall reimburse the Licensor in the amount of twenty-five thousand dollars ($25,000) within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after forty-five (45) days from the Effective Date. LICENSEE All amounts payable pursuant to this Section 6.1 shall remain obligated be made to pay these amounts the individuals and/or entities set forth on Schedule I attached hereto. In addition, the Company shall assume all future patent expenses. 6.2 The Company shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications for inventions and improvements to the Ketamine Technology, based upon inventions or improvements discovered by the dates providedLicensor or the Company, regardless of whether utilizing such patent counsel as may be mutually agreed upon by the Agreement might have terminated earlierparties hereto. Further, and notwithstanding anything The Company agrees to keep the Licensor reasonably well informed with respect to the contrary status and progress of any such applications, prosecutions and maintenance activities including and to consult in good faith with the Licensor and take into account the Licensor's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Section 7.3(a)Agreement and the Consulting Agreement. 6.3 The Company may, if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for in its discretion, elect to abandon any patent application or issued patent comprising the Patent Rights, in which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at case the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result Company shall make no further use of such pass-through payments Patent Rights and shall have no further royalty obligation to the Licensor in respect of any Licensed Products and Licensed Processes the manufacture, use or sale of which is covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Company shall give the Licensor at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Licensor shall have the right, but not the obligation, to commence or continue such prosecution and to maintain any such Patent Rights under its own control and at its expense and the Company shall then make no further use of any such Patent Rights and shall have no royalty or other payments equals obligation to the full amount Licensor in respect of reimbursement due LSU under this Section 7.3(a)any Licensed Products and Licensed Processes, the manufacture, use or sale of which is covered by an issued claim of such Patent Rights. The Company agrees to cooperate in such activities, including execution of any assignments or other documents necessary to enable the Licensor to obtain and retain sole ownership and control of such Patent Rights.

Patent Prosecution and Maintenance. 7.1 LSU has 9.1 LICENSEE shall diligently prosecute and maintain LICENSOR'S PATENT RIGHTS using counsel of its choice and after due consultation with LICENSOR. LICENSEE shall provide LICENSOR with copies of all relevant documentation so that LICENSOR may be informed and apprised of the right to control all aspects of drafting, filing, prosecutingcontinuing prosecution, and maintaining all patents LICENSOR agrees to keep this documentation confidential to the extent allowable under the law. 9.2 Pursuant to Paragraph 9.1 above LICENSEE shall be able .to exercise sole and patent ‘applications within reasonable judgment in its decisions regarding the prosecution and maintenance of LICENSOR'S PATENT RIGHTS. Should LICENSEE decide to abandon the prosecution, maintenance or reinstatement of LICENSOR'S PATENT RIGHTS, including foreign filingsit shall notify LICENSOR of such decision within Forty Five (45) Days of any applicable deadline. LICENSEE shallLICENSOR shall then have the opportunity to take over such prosecution, maintenance or reinstatement at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating to the filing, prosecution and maintenance of the patents and patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment of any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 (a) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to the filing, prosecution, and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated have no further rights in any patents on which LICENSOR takes over the prosecution, maintenance or reinstatement unless LICENSEE requests such rights and reimburses LICENSOR for costs incurred. 9.3 Subject to Paragraphs 9.1 and 9.2, LICENSEE agrees to pay these amounts by all costs and legal fees incurred for the dates providedprosecution, regardless of whether the Agreement might have terminated earliermaintenance, defense, reinstatement and taxes for such patents. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required LICENSOR agrees to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result *** of such pass-through reasonable costs in excess of **** per year. Such reimbursements shall not exceed **** in any one year. Such reimbursements may be offset against earned royalty payments and due LICENSOR, ****. Such reimbursement shall be on a pro rata basis for any other payments equals the full amount of reimbursement due LSU under partial year this Section 7.3(a)Agreement is in effect.

Patent Prosecution and Maintenance. 7.1 LSU has The Parties’ rights to Prosecute any Patent Rights licensed hereunder shall continue to be subject to the right terms and conditions of Section 12.3 of the Collaboration Agreement, subject to control the following: (1) The Pursuing Party shall control, and agrees to use Commercially Reasonable and Diligent Efforts to undertake, the Prosecution of the Method of Use Joint Collaboration Patent Rights that include at least one claim covering the use of a Compound in the Applicable Field (the “Subject Patent Rights”) throughout the Territory, using counsel of its choice, in such countries as it deems appropriate, provided that unless otherwise expressly agreed by the Back-Out Party, the Pursing Party shall seek patent protection for the Subject Patent Rights in all aspects of draftingthe Major Market Countries except China and India. (2) The Pursuing Party shall keep the Back-Out Party informed as to such Prosecution, including providing the Back-Out Party drafts of patent applications, responses and other filings in advance of their submission to the respective patent offices, and providing the Back-Out Party copies of any material correspondence with or notices from the patent offices. The Pursuing Party shall duly consider and follow any reasonable comments provided by the Back-Out Party with respect to Prosecution of any Subject Patent Rights with respect to any claims outside of the Field (if any); provided, that (where applicable) such comments are provided as to any particular draft application, response or other filing, prosecutingmaterial correspondence or notice within thirty (30) days of receiving such information from the Pursuing Party. (3) The Pursuing Party shall be responsible for all costs and expenses associated with the Prosecution of the Subject Patent Rights throughout the Territory and may credit up to […***…] percent ([…***…]%) of such costs and expenses against any royalties or Sublicense Income payments due under Sections 1 or 2, provided that such payments shall not be reduced by such credit to less than […***…] percent ([…***…]%) of what they would otherwise be in any one year; and maintaining all patents and patent ‘applications within provided, further, the PATENT RIGHTS, including foreign filingsPursuing Party shall use commercially reasonable efforts to require the sublicensee to assume such Prosecution costs. LICENSEE shall, at its own expense, perform all actions and execute or cause Any amounts not able to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating credited due to the filing, prosecution and maintenance foregoing proviso may be carried forward to succeeding reporting periods. Any Prosecution costs to be credited with respect to Prosecution of the patents Subject Patent Rights in a Major Market Country may be credited against royalties attributable to any Major Market Country and patent applications within the PATENT RIGHTS, including to any lapse, revocation, surrender, invalidation or abandonment of any Sublicense Income payment not specifically attributable to a country other than a Major Market Country. Any Prosecution costs to be credited with respect to Prosecution of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 (a) LICENSEE Subject Patent Rights in a country other than a Major Market Country shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating be credited against royalties attributable to the filing, prosecution, applicable non-Major Market Country and maintenance of the PATENT RIGHTS, except as to any Sublicense Income payment not specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean attributable to any country other than such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same datenon-Major Market Country.) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might have terminated earlier. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result of such pass-through payments and any other payments equals the full amount of reimbursement due LSU under this Section 7.3(a).

Patent Prosecution and Maintenance. 7.1 LSU has 9.1 LICENSEE shall diligently prosecute and maintain LICENSOR'S PATENT RIGHTS usingfcounsel of its choice and after due consultation with LICENSOR. LICENSEE shall provide LICENSOR with copies of all relevant documentation so that LICENSOR may be informed and apprised of the right to control all aspects of drafting, filing, prosecutingcontinuing prosecution, and maintaining all patents LICENSOR agrees to keep this documentation confidential to the extent allowable under the law. 9.2 Pursuant to Paragraph 9.1 above LICENSEE shall be able .to exercise sole and patent ‘applications within reasonable judgment in its decisions regarding the prosecution and maintenance of LICENSOR'S PATENT RIGHTS. Should LICENSEE decide to abandon the prosecution, maintenance or reinstatement of LICENSOR'S PATENT RIGHTS, including foreign filingsit shall notify LICENSOR of such decision within Forty Five (45) Days of any applicable deadline. LICENSEE shallLICENSOR shall then have the opportunity to take over such prosecution, maintenance or reinstatement at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating to the filing, prosecution and maintenance of the patents and patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment of any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 (a) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to the filing, prosecution, and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated have no further rights in any patents on which LICENSOR takes over the prosecution, maintenance or reinstatement unless LICENSEE requests such rights and reimburses LICENSOR for costs incurred. 9.3 Subject to Paragraphs 9.1 and 9.2, LICENSEE agrees to pay these amounts by all costs and legal fees incurred for the dates providedprosecution, regardless of whether the Agreement might have terminated earliermaintenance, defense, reinstatement and taxes for such patents. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required LICENSOR agrees to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result *** of such pass-through reasonable costs in excess of **** per year. Such reimbursements shall not exceed **** in any one year. Such reimbursements may be offset against earned royalty payments and due LICENSOR, ****. Such reimbursement shall be on a pro rata basis for any other payments equals the full amount of reimbursement due LSU under partial year this Section 7.3(a)Agreement is in effect.

Patent Prosecution and Maintenance. 7.1 LSU has 6.1 Upon receipt by the right Company of appropriate documentation, the Company shall reimburse the Licensor in an amount not to control all aspects of draftingexceed *** Dollars ($***) for (a) reasonable past patent expenses, filing, prosecuting, and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filings. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU shall notify LICENSEE of all official communications received by LSU relating (b) expenses incurred prior to the filing, prosecution Effective Date with respect to United States and maintenance of the patents and foreign patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment of and (c) administrative costs incurred in connection with any of the patents or patent applications which form the basis for the PATENT RIGHTS. 7.3 foregoing, payable in equal monthly installments over a nine (a9) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to the filing, prosecution, and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. month period commencing ninety (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.90) LSU represents that the amount of such unreimbursed past legal fees and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after from the Effective Date; [provided, however, that the entire amount payable pursuant to this Section 6.1 or the balance thereof, as the case may be, shall become due and payable on the thirtieth (30th) day following the closing of the first public offering or private placement of debt or equity securities of the Company in which gross proceeds to the Company exceed *] ** Dollars ($***). Notwithstanding the foregoing, the Company shall be paid by LICENSEE reimburse the Licensor in the amount of *** dollars ($***) within [*] months after the Effective Date, and the remaining [*] shall be paid by LICENSEE within [*] months after forty-five (45) days from the Effective Date. LICENSEE All amounts payable pursuant to this Section 6.1 shall remain obligated be made to pay these amounts the individuals and/or entities set forth on Schedule I attached hereto. In addition, the Company shall assume all future patent expenses. 6.2 The Company shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (as the same may be amended or supplemented from time to time after the date hereof), including, but not limited to, the filing of patent applications for inventions and improvements to the Ketamine Technology, based upon inventions or improvements discovered by the dates providedLicensor or the Company, regardless of whether utilizing such patent counsel as may be mutually agreed upon by the Agreement might have terminated earlierparties hereto. Further, and notwithstanding anything The Company agrees to keep the Licensor reasonably well informed with respect to the contrary status and progress of any such applications, prosecutions and maintenance activities including and to consult in good faith with the Licensor and take into account the Licensor's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Section 7.3(a)Agreement and the Consulting Agreement. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 6.3 The Company may, if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for in its discretion, elect to abandon any patent application or issued patent comprising the Patent Rights, in which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at case the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result Company shall make no further use of such pass-through payments Patent Rights and shall have no further royalty obligation to the Licensor in respect of any Licensed Products and Licensed Processes the manufacture, use or sale of which is covered by an issued claim of such abandoned Patent Rights. Prior to any such abandonment, the Company shall give the Licensor at least sixty (60) days notice and a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Licensor shall have the right, but not the obligation, to commence or continue such prosecution and to maintain any such Patent Rights under its own control and at its expense and the Company shall then make no further use of any such Patent Rights and shall have no royalty or other payments equals obligation to the full amount Licensor in respect of reimbursement due LSU under this Section 7.3(a)any Licensed Products and Licensed Processes, the manufacture, use or sale of which is covered by an issued claim of such Patent Rights. The Company agrees to cooperate in such activities, including execution of any assignments or other documents necessary to enable the Licensor to obtain and retain sole ownership and control of such Patent Rights.

Patent Prosecution and Maintenance. 7.1 LSU has OSR shall have the right and obligation to control all aspects of draftingthe preparation, filing, prosecuting, prosecution and maintaining maintenance of all patents and patent ‘applications within the PATENT RIGHTSLicensed Patents (including, including foreign filingsupon the exercise of the OPI Option, the patents and patent applications covering the OSR Product Improvements). LICENSEE shallThe costs of the foregoing activities shall be borne by OSR prior to the achievement of the Investment Threshold, at its own expenseand, perform following such achievement by Gxxxxxx, who, for the avoidance of doubt, shall reimburse all actions and execute or cause costs borne by OSR in accordance with this Section 9.1 from the Effective Date to be executed all documents necessary to support such the date on which the Investment Threshold is met, provided however that should other licensees benefit from the preparation, filing, prosecutionprosecution and maintenance of the said patents and patents applications, or maintenance.such costs shall be allocated on a pro-rata basis based on the number of licensees, to the extent such licensees are contractually obligated to bear such costs, on a country-by-country basis. Additionally, 7.2 LSU (i) if Genenta exercises its OPI Option, then Genenta shall notify LICENSEE of reimburse to OSR all official communications received costs borne by LSU relating OSR prior to the OPI Option exercise with respect to the filing, prosecution and maintenance of the patents and patent applications within covering the PATENT RIGHTSOSR Product Improvements, including any lapse, revocation, surrender, invalidation or abandonment provided that all claims of any of the such patents or and patent applications which form are included in the basis Licensed Technology; (ii) Genenta shall reimburse OSR for the PATENT RIGHTS. 7.3 (a) LICENSEE shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating to costs incurred by OSR in connection with the filing, prosecutionprosecution and maintenance activities related to the Optioned IP 1 and Optioned IP 2, including during the CP Option Periods for Candidate Products 1 and Candidate Products 2, respectively, provided that such obligation shall cease with respect to the Optioned IP 1 and/or Optioned IP 2 concurrent with the expiry of the applicable CP Option Periods for Candidate Products 1 and/or Candidate Products 2, as applicable, to the extent that Genenta has not exercised Option 1 (in which case, such obligation shall cease with respect to the Optioned IP 1) and/or Option 2 (in which case, such obligation shall cease with respect to the Optioned IP 2) during the applicable CP Option Periods. If OSR elects not to file any such patent application in any country, or decides to abandon any such pending application or issued patent in any country, OSR shall promptly provide written notice to Genenta, and Genenta shall have the right, at its sole expense and notwithstanding the above, to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent in its name and at its own expense. For the PATENT RIGHTS, except as specifically provided avoidance of doubt OSR shall have the right of election with respect to the following: ■ whether or not to seek unitary effect in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received by LSU on or before relation to the Effective Date, and which amounts had not been reimbursed by a third party as Licensed Patents upon receipt of notification according to Rule 71(3) of the same date.) LSU represents that Implementing Regulation to the amount European Patent Convention in Europe; ■ whether or not to opt out of the jurisdiction of the Unified Patent Court in respect of such unreimbursed past legal fees Licensed Patents in Europe during the transitional period; when exercising such opt-out; and other costs as of the Effective Date was [*]; [*] of this amount shall be paid by LICENSEE within [*] days after the Effective Date; [*] shall be paid by LICENSEE within [*] months after the Effective Date, if and the remaining [*] shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might have terminated earlier. Further, and notwithstanding anything to the contrary in this Section 7.3(a), if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives when withdrawing such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result of such passopt-through payments and any other payments equals the full amount of reimbursement due LSU under this Section 7.3(a)out.

Patent Prosecution and Maintenance. 7.1 LSU has Upon receipt of appropriate documentation of expenses, the right to control all aspects of drafting, filing, prosecuting, and maintaining all patents and patent ‘applications within the PATENT RIGHTS, including foreign filings. LICENSEE shall, at its own expense, perform all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 7.2 LSU Company shall notify LICENSEE of all official communications received by LSU relating pay to the Licensor the approximate amount of * dollars ($*), payable over a six (6) month period upon the earlier to occur of (a) receipt by the Company of the N.C.I. Clinical Data and pre-clinical data or (b) the date that is six (6) months from the Effective Date, for all reasonable out-of-pocket expenses that the Licensor has incurred in connection with the preparation, filing, prosecution and maintenance of the patents Patent Rights prior to the execution of this Agreement. Subject to the provisions of Article 7.3 hereof, the Company shall continue to reimburse the Licensor for all such future * This material has been omitted pursuant to a request for confidential treatment. The material has been filed with the Securities and patent applications Exchange Commission. reasonable out-of-pocket expenses within sixty (60) days from receipt by the PATENT RIGHTSCompany of appropriate documentation of such expenses by the Licensor. 7.2 The Licensor shall diligently prosecute and maintain the Patent Rights as set forth in Appendix I hereto (as the same may be amended or supplemented from time to time after the date hereof), including any lapseincluding, revocationbut not limited to, surrender, invalidation or abandonment the filing of any of the patents or patent applications which form may be required or desirable pursuant to and/or arising out of Sponsored Research, utilizing Xxxxxx & Xxxxxx as patent counsel or such other patent counsel in the basis for future which may be mutually agreed upon by the PATENT RIGHTSparties hereto. The Licensor agrees to keep the Company well informed with respect to the status and progress of any such applications, prosecutions and maintenance activities and to consult in good faith with the Company and take into account the Company's comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to facilitate the application and prosecution of patents pursuant to this Agreement or arising out of any Sponsored Research. 7.3 (a) LICENSEE The Licensor may, in its discretion, elect to abandon any patent applications or issued patent comprising the Patent Rights, in which case the Company shall reimburse LSU for all unreimbursed, reasonable, past legal fees and expenses relating have no further royalty obligation to the filingLicensor in respect of any Licensed Products and Licensed Processes the manufacture, prosecution, and maintenance use or sale of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. (For this purpose, “unreimbursed past” fees and costs shall mean such amounts for which invoices had been actually received are covered by LSU on or before the Effective Date, and which amounts had not been reimbursed by a third party as of the same date.) LSU represents that the amount an issued claim of such unreimbursed past legal fees abandoned Patent Rights. Prior to any such abandonment, the Licensor shall give the Company at least sixty (60) days notice and other costs as a reasonable opportunity to take over prosecution of such Patent Rights. In such event, the Effective Date was [*]; [*] of this amount Company shall be paid by LICENSEE within [*] days after have the Effective Date; [*] shall be paid by LICENSEE within [*] months after right, but not the Effective Dateobligation, to commence or continue such prosecution and to maintain any such Patent Rights under its own control and at its expense and the remaining [*] Company shall be paid by LICENSEE within [*] months after the Effective Date. LICENSEE shall remain obligated to pay these amounts by the dates provided, regardless of whether the Agreement might then have terminated earlier. Further, and notwithstanding anything no royalty or other obligation to the contrary Licensor in this Section 7.3(a)respect of any Licensed Products and Licensed Processes, if (i) LICENSEE receives payments from a SUBLICENSEE for reimbursement the manufacture, use or sale of amounts for which LICENSEE is required to reimburse LSU under this Section 7.3(a) and, (ii) at the time that LICENSEE receives such payments, LICENSEE has not yet reimbursed LSU for the full amount due under this Section 7.3(a), then within [*] days of receipt LICENSEE will pass through all such amounts received covered by LICENSEE from such SUBLICENSEE to LSU until the total amount reimbursed by LICENSEE to LSU as the result an issued claim of such pass-through payments Patent Rights. The Licensor agrees to cooperate in such activities including execution of any assignments or other documents necessary to enable the Company to obtain and any other payments equals the full amount retain sole ownership and control of reimbursement due LSU under this Section 7.3(a)such Patent Rights.