Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE (a) GenuPro shall have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, prosecution prosecution, maintenance and defense of GenuPro Patents and be responsible for all costs associated with the GenuPro Patents. Licensee shall provide GenuPro and any person designated by GenuPro, any reasonable assistance required to perfect the rights defined in Section 8.01(a) . GenuPro shall provide Licensee with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and responses to official actions) at least 30 days before filing and shall take into account any comments provided by Licensee to GenuPro within 30 days after Licensee’s receipt of the applicable draft. If GenuPro decides not to file or maintenance of maintain any patent applications or patents on a country-by-country basis or patent application covered by the PATENT RIGHTSfamily basis any GenuPro Patent, then UNIVERSITY GenuPro shall provide written give Licensee reasonable notice to LICENSEEof same and after receipt of such notice, Licensee may, at its expense, file or maintain such applications or patents at its own expense, and LICENSEE GenuPro shall assign such patents and patent applications to Licensee that Licensee elects to file or maintain. (b) Licensee shall have the right at its sole expense to assume control of the preparation, filing, prosecution prosecution, maintenance and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, defense thereof and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent all costs associated with [*]. GenuPro shall provide Licensee and any person designated by Licensee, any reasonable assistance required to perfect the rights defined in Section 8.01(b). Subject to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent last sentence in this Section 8.02(b), if Licensee decides not to file or maintain any applications or patents on a country-by-country basis or patent application family basis any [*], Licensee shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term give GenuPro reasonable notice of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent same and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice thereforesuch notice, GenuPro may, at its expense, file or maintain such applications or patents at its own expense, and Licensee shall assign such patents and patent applications to GenuPro that GenuPro elects to file or maintain. Payments pursuant The previous sentence shall not apply to this Section 6.2 are not creditable against royaltiesany decision of Licensee that is based on its determination, in its sole discretion, that the value of a particular [*] will most likely be maximized by a form of intellectual property protection other than patent protection, or that a particular filing would detract from the overall value of the patent estate. 6.3 LICENSEE (c) PPD and GenuPro covenant to exercise all rights they have under the Lilly Agreement to ensure that the Lilly Patents are competently prosecuted and maintained in force. If PPD and GenuPro become aware of a potential abandonment of a Lilly Patent that cannot be avoided by PPD’s and GenuPro’s actions, PPD or GenuPro shall own any new patent application, provide prompt notice to Licensee of such potential abandonment and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of circumstances surrounding it. [*] Confidential treatment requested; certain information omitted and filed separately with the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologySEC.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance of post grant proceedings relating to the PATENT RIGHTS shall be the responsibility of LICENSEE, whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs incurred shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice thereforetherefor. Additionally, Licensee shall be liable to UNIVERSITY for all of UNIVERSITY’S out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from UNIVERSITY to patent counsel relating to the PATENT RIGHTS, with the proviso that such instructions were approved in writing by LICENSEE. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to UNIVERSITY under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE (a) PII shall have the opportunity right and obligation to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, prosecution or prosecution, maintenance and defense of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY RBX Patents. PII shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution prosecution, maintenance and defense of patent applications directed to Joint Patent Rights. (“Joint Patents”). In discharging its obligations under this Section 7.03(a) PII shall exercise diligent efforts, in a sustained and continuous manner, consistent with the efforts it ordinarily devotes to the preparation, filing, prosecution, maintenance and defense of such patent application or patentits own patents and intellectual property. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE RBX shall provide written notice PII any reasonable assistance required to UNIVERSITYperfect the RBX Patent Rights and RBX shall provide PII reasonable assistance required to perfect the Joint Patent Rights. PII shall provide RBX with drafts of all proposed patent filings (including, without limitation, patent applications, amendments and LICENSEE responses to official actions) at least thirty (30) days before filing and shall not be responsible for such corresponding patent expenses that are incurred subsequent take into account any comments provided by RBX to PII, to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifextent reasonable, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any RBX Patent on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of UNIVERSITY’S invoice thereforesuch notice, RBX may, at its expense, file or maintain such applications or patents at its own expense. Payments pursuant PII shall provide RBX with drafts of all proposed patent filings relating to the Joint Patents (including, without limitation, patent applications, amendments and responses to official actions) at least thirty (30) days before filing and shall take into account any comments provided by RBX to PII, to the extent reasonable, within thirty (30) days (or such shorter period as shall be required to meet a filing deadline, but in no event less than fifteen (15) days) after RBX’s receipt of the applicable draft. If PII decides not to file or maintain any Joint Patent, on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may at its expense, file or maintain such applications or patents, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain. (b) PII shall have the right to control the preparation, filing, prosecution, maintenance and defense thereof and be responsible for all costs associated with any patents relating to inventions conceived or reduced to practice in the course of the activities under the Development Plan solely by PII’s employees or agents (“PII Patents”). RBX shall provide PII any reasonable assistance required to perfect the rights defined in Section 7.01. Subject to the last sentence in this Section 6.2 are 7.03(b), if PII decides not creditable against royaltiesto file or maintain any PII Patents on a country-by-country basis or patent family basis, PII shall give RBX reasonable notice of same and after receipt of such notice, RBX may, at its expense, file or maintain such applications or patents at its own expense, and PII shall assign such patents and patent applications to RBX that RBX elects to file or maintain. The previous sentence shall not apply to any decision of PII that is based on its determination, in its sole discretion, that the value of a particular PII invention will most likely be maximized by a form of intellectual property protection other than patent protection, or that a particular filing would detract from the overall value of the patent estate. 6.3 LICENSEE (c) [*] shall own any new be responsible for all patent applicationcosts (including filing fees, maintenance fees, and any patent outside attorney fees) with respect to each Patent within the RBX Patents and Joint Patents that issues therefromcovers the composition of matter, manufacture or new technology in the SLE FIELD developed independently use of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyCompound.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE 7.2.1 Array shall have the right to control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Array Patents. Array shall give ASLAN an opportunity to advise review and cooperate comment on the text of each patent application within the Varlitinib Patents as well as any other material submissions related to the Varlitinib Patents before filing, and shall supply ASLAN with UNIVERSITY a copy of such patent application as filed, together with notice of its filing date and serial number. ASLAN has a right to make recommendations in relation to the filing, prosecution, maintenance, enforcement and defense of the Array Patents and Array shall and shall consider, in good faith, the interests of ASLAN in assessing such recommendations. 7.2.2 ASLAN shall reimburse Array for the amounts paid to Third Parties by Array in connection with the filing, prosecution and maintenance of the Varlitinib Patents, including without limitation, amounts paid by Array as filing and maintenance of such patentsfees, translation fees and amounts paid to outside patent counsel and foreign associates (“Patent Costs”). Array shall provide ASLAN with an invoice for Patent Costs on a monthly basis, and payment shall be due within thirty (30) days thereafter. 7.2.3 If UNIVERSITY Array, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by in the PATENT RIGHTSVarlitinib Patents, then UNIVERSITY Array shall provide written notice notify ASLAN in writing thereof at least sixty (60) days prior to LICENSEEany due date that requires action to avoid loss of rights in connection with the applicable patent and/or patent application, and LICENSEE following the date of such notice ASLAN shall have the right right, at its sole expense cost, to assume control prosecute and maintain such patents and patent applications in Array’s name, provided that ASLAN shall give Array an opportunity to review and comment on the text of each patent application or other material submissions related to the preparation, Varlitinib Patents before filing, prosecution and maintenance shall supply Array with a copy of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSas filed, then LICENSEE shall provide written together with notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent filing date and Trademark Officeserial number. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance (a) FivePrime Patents (other than Joint Patents). (i) The Prosecution of and maintain during the term of this Agreement the PATENT RIGHTS FivePrime Patents (other than Joint Patents) in the United States and Licensed Territory as well as all patent applications that are filed pursuant to the Patent Cooperation Treaty while such patent applications are in the international phase (the “FivePrime Licensed Territory Patents”), shall be pursued by outside counsel jointly selected by the Parties; provided that in the event the Parties disagree on the selection of such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE outside counsel, HGS shall have the opportunity deciding vote. FivePrime and HGS will confer on the Prosecution of FivePrime Licensed Territory Patents. With respect to advise FivePrime Licensed Territory Patents that claim a Compound or Product, but do not claim any compounds or products comprising or directed to *** (“Product-Specific FivePrime Licensed Territory Patents”), HGS shall be responsible for Prosecution, and cooperate shall reimburse FivePrime for *** Percent (***%) of Patent Costs incurred by or on account of FivePrime or HGS after the Effective Date in connection with UNIVERSITY conducting such activities after the Effective Date. With respect to all other FivePrime Licensed Territory Patents, FivePrime will be responsible for Prosecution, and HGS shall reimburse FivePrime for *** Percent (***%) of Patent Costs incurred by or on account of FivePrime or HGS after the Effective Date in connection with conducting such activities after the Effective Date. In addition to HGS’ obligation to bear a portion of Patent Costs as described above, HGS shall also reimburse FivePrime for any and all payments made by FivePrime to The Regents after the Effective Date as reimbursement for The Regents’ Patent Prosecution Costs (as defined in the prosecutionUCSF Agreement) pursuant to Section 20.4 of the UCSF Agreement, filing but only to the extent that the Patent Prosecution Costs are incurred for FivePrime Licensed Territory Patents. For all FivePrime Licensed Territory Patents the responsible Party will consult with the other Party and maintenance keep such other party reasonably informed of the status of such patentsFivePrime Licensed Territory Patents and will promptly provide the other Party with material correspondences received from patent authorities. In addition, the responsible Party will promptly provide the other Party with drafts of all proposed material filings and correspondences to the patent authorities with respect to such FivePrime Licensed Territory Patents for the other Party’s review and comment prior to the submission of such proposed filings and correspondences. The responsible Party will confer with the other Party and take into consideration the other Party’s comments prior to submitting such filings and correspondences, provided that the other Party will provide such comments within *** days of receiving the draft filings and correspondences from the responsible Party. If UNIVERSITY decides the other Party does not provide comments within such period of time, then the other Party shall be deemed to abandon have no comment to such proposed filings or correspondences. In case of disagreement between the preparationParties on ***, filingthe matter shall be referred to the JDC for resolution in accordance with the procedures set forth in Section 3.4, provided that, in the event the matter is escalated to FivePrime’s Chief Executive Officer (or designee) and HGS’ Chief Executive Officer (or designee) pursuant to Section 3.4 and such executives cannot agree on such matter, then the final decision shall be made by *** Chief Executive Officer (or designee) on matters with respect to Prosecution of Product-Specific FivePrime Licensed Territory Patents, and the final decision shall be made by *** Chief Executive Officer (or designee) on all other matters with respect to FivePrime Licensed Territory Patents. (ii) The responsible party will notify the other Party of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such FivePrime Licensed Territory Patents. The responsible Party will provide such notice at least *** days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In such event, the responsible Party shall permit the other Party, at its discretion and expense, to continue prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentFivePrime Licensed Territory Patent. If LICENSEE no longer wishes to support the HGS’ prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE such FivePrime Licensed Territory Patent shall not be responsible for such corresponding patent expenses that are incurred subsequent to change the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent Parties’ respective rights and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of obligations under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required with respect to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any such FivePrime Licensed Territory Patent other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to than those expressly set forth in this Section 6.2 are not creditable against royalties9.2(a)(ii). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for The filing and seek prompt issuance prosecution of all United States and maintain foreign patent applications and maintenance of all United States and foreign patents within the Patent Rights during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEELICENSEE at its sole expense and acting in good faith. LICENSEE shall (i) provide, or direct its patent counsel to provide, to RESEARCH FOUNDATION copies of all material information specifically relating to the prosecution, issuance and maintenance of the Patent Rights and (ii) give due consideration in good faith to comments timely received from RESEARCH FOUNDATION or its patent counsel. RESEARCH FOUNDATION agrees to promptly provide to LICENSEE such assistance, information, and executed documents needed to facilitate the prosecution, issuance, and maintenance of the Patent Rights as LICENSEE may reasonably request and LICENSEE shall reimburse RESEARCH FOUNDATION for reasonable out-of-pocket expenses incurred to provide such assistance, information, and documents, subject to received of itemized statements and other appropriate supporting documentation. 6.2 In the event the LICENSEE determines that filing, prosecution or maintenance of any of the U.S. or foreign patent applications or patents within the Patent Rights is not be required justified and so advises RESEARCH FOUNDATION in writing, RESEARCH FOUNDATION will then have the option to reimburse file, prosecute or maintain any such Patent Rights at its own expense. If RESEARCH FOUNDATION does so: (i) RESEARCH FOUNDATION will then have the UNIVERSITY option to delete such U.S. or foreign patent applications or patents within said Patent Rights from the license granted hereunder for the territory covered thereby; (ii) LICENSEE will have no rights under the license granted hereunder for any fees under this section that have been paid to the UNIVERSITY by prior licensees such deleted U.S. or any other third party. Fees foreign patent applications or patent; (iii) RESEARCH FOUNDATION will obtain all rights in and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new deleted U.S. or foreign patent application, applications or patents and will be free to exploit and to assign or license any such deleted U.S. or foreign patent that issues therefrom, applications or new technologypatents to third parties without effect on the amount of royalties or other payments due to RESEARCH FOUNDATION under Article III.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term Term, the Patent Rights set forth in Appendix 1. The specifications of any such patent application and any patent issuing thereon shall state, to the extent applicable and legally required, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the invention.” The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of CMCC in its sole but reasonable discretion, except that Licensee shall have the right and reasonable opportunities to abandon the review and provide input on, and shall cooperate with CMCC in, all preparation, filing, prosecution or and maintenance of any the Patent Rights. CMCC shall instruct the patent counsel prosecuting such Patent Rights to reasonably consider incorporating the comments and requests of Licensee or its patent application covered by counsel and to send copies to Licensee and its patent counsel of all patent prosecution documents that are received from or filed with the PATENT RIGHTS, then UNIVERSITY shall provide written notice United States Patent and Trademark Office. CMCC reserves the sole right to LICENSEE, and LICENSEE shall have the right at its sole expense make all final decisions with respect to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support applications and patents for the prosecution or maintenance of any Patent Rights. B. Licensee shall reimburse CMCC for all present and future patent or patent application covered costs incurred by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYCMCC, and LICENSEE shall not be responsible [***] for such corresponding past patent expenses that are costs incurred subsequent to by CMCC, for the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensed Products or Licensed Processes, Licensee shall notify CMCC not less than [***] prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the [***] notice period (or after such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. C. In the EFFECTIVE DATE event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall so notify Licensee as promptly as practicable, but in any event no less than [***] prior to abandonment, and, subject to the rights of the United States government and any other contractual obligations to research sponsors, Licensee may in CMCC’s name, assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right. D. With respect to the prosecution or enforcement of any patent rights arising from joint inventions that may be related to the Patent Rights or any patent right claiming or disclosing a joint invention, the Parties shall negotiate in good faith either an amendment to this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY or separate agreement for any fees under this section that have been paid to the UNIVERSITY by prior licensees a mechanism for prosecuting or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesenforcing such patent rights. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 8.1 Omeros shall have the sole right at its discretion to apply for and seek prompt issuance of for, prosecute and maintain during patents for inventions included within the term MRC IP and the Joint IP (“Patent Filings”) in † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION the name of the legally appropriate inventors and/or parties to this Agreement the PATENT RIGHTS in the United States and in such foreign countries agreement and/or jointly with third parties as may be designated by LICENSEE legally appropriate, provided however that (a) Omeros shall bear all cost and expense for all such Patent Filings, subject to the right to deduct Omeros IP Legal Fees as set forth herein, (b) Omeros shall keep MRC timely informed of the progress of all Patent Filings and timely provide MRC copies of all official documentation related to such Patent Filings, and (c) Omeros shall exert commercially reasonable efforts to diligently pursue all Patent Filings to issuance or final determination of unpatentability, provided however that if Omeros determines at its sole discretion to not make Patent Filings for any commercially significant inventions within the MRC IP or the Joint IP in a any countries of commercial significance, or abandons any Patent Filing prior to issuance or final determination of unpatentability, Omeros shall give MRC advance written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationdetermination, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE MRC shall have the right at its sole expense thereafter to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide elect upon written notice to UNIVERSITYOmeros to pursue such Omeros abandoned Patent Filings at MRC’s sole expense (together with Leicester if applicable), and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application Omeros abandoned Patent Filings shall be excluded from the PATENT RIGHTS. LICENSEE scope of the licenses granted under this Agreement. 8.2 MRC shall notify UNIVERSITY immediately ifpromptly provide written disclosure to Omeros of any inventions, at any time improvements, or applications included within the MRC IP or Joint IP conceived, developed, made or arising before or during the term of this Agreement. MRC will provide all reasonable assistance, LICENSEE or any including review of its sublicensees does not qualify as a “Small Entity” as provided documents and the execution of all documents and causing MRC’s employees to review and execute all documents, necessary to make, prosecute, maintain and enforce the Patent Filings, all for no additional consideration but with reimbursement by the United States Patent and Trademark OfficeOmeros of MRC’s reasonable expenses for such assistance. 6.2 All fees 8.3 MRC shall promptly provide written disclosure to Omeros of any and costs including attorneys’ fees relating all potentially material prior art known prior to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE Effective Date of this Agreement shall be or that becomes known during the responsibility License Term of LICENSEE. LICENSEE shall not be required this Agreement to reimburse any MRC employee that is associated with this Agreement, the UNIVERSITY for any fees under this section that have been paid to Sponsored Research, the UNIVERSITY by prior licensees MRC IP or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesthe Joint IP. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or As long as the Exclusive License is in effect, Burcon shall apply be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationdrafting, filing, prosecution and maintenance of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or maintenance prosecute any of the Burcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect. Burcon agrees, while the Exclusive License is in effect, to provide ADM with copies of all documents to be filed in connection with the prosecution of any patent or patent application covered by to provide ADM with a reasonable opportunity to comment. Burcon shall consult with ADM with regard to every material decision required to be made during the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationdrafting, filing, prosecution and maintenance of such patent application or patentrights, while the Exclusive License is in effect. If LICENSEE no longer wishes to support Burcon shall consider ADM’s comments and recommendations during the prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTSBurcon Patent Rights, then LICENSEE shall provide written notice to UNIVERSITYwhile the Exclusive License is in effect, and LICENSEE shall not be responsible for such corresponding patent expenses provided that are incurred subsequent to all decisions in respect of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdrafting, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Burcon Patent Rights shall be in Burcon’s sole discretion. Burcon shall bear all fees and expenses associated with the responsibility drafting, filing, prosecution and maintenance of LICENSEE. LICENSEE all patent rights specified in Schedule A. In the event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE notify ADM within thirty (30) days after receipt of UNIVERSITY’S invoice thereforemaking such decision and ADM shall have the right, but not the obligation, to assume such maintenance and to set-off against Royalties otherwise payable by it to Burcon, while the Exclusive License is in effect, the direct filing fees and expenses incurred by it as a result of assuming such maintenance. Payments pursuant In the event that Burcon fails to maintain Burcon Patent Rights in a jurisdiction under this Section 6.2 are not creditable against royalties. 6.3 LICENSEE and no patents covering the Products have issued in such jurisdiction, then the Semi-works Production Royalty rate described in Section 4.3(a) and the Full Commercial Production Royalty rate described in Section 4.3(b) will be reduced by [commercially sensitive information redacted]% for the sale of any Products into such jurisdiction provided that the Semi-works Production Royalty and the Full Commercial Production Royalty will revert to their original levels if a patent covering the Products is ever issued in such jurisdiction during the term of the License. In the event ADM desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall own any new patent applicationcooperate with such requests; provided that ADM agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If ADM elects to expand the scope of patenting, ADM shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and ADM will provide Burcon with copies of all documents to be filed in the prosecution of any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating application to such provide Burcon with a new patent applicationreasonable opportunity to comment, and ADM will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any patent that issues therefrom, or new technologysuch application.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Licensed Patent Rights set forth in Appendix A. CMCC shall be diligent in its participation in applying for, seeking prompt issuance of, and maintaining during the United States term of this Agreement the Licensed Patent Rights set forth in Appendix B, as permitted under CMCC’s Agreement with HARVARD and HARVARD’s Agreement with ION. (HARVARD and ION make decisions jointly respecting the Licensed Patent Rights set forth in Appendix B, and HARVARD has assigned its rights to make such joint decisions to CMCC.) The prosecution, filing and maintenance of all applications and patents on the Licensed Patent Rights shall be the primary responsibility of CMCC. CMCC shall promptly provide Licensee with copies of all substantive correspondence received by CMCC or CMCC’s attorneys or agents from the U.S. Patent and Trademark Office or any foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datespatent office. LICENSEE Licensee shall have the opportunity reasonable opportunities to advise CMCC and shall cooperate with UNIVERSITY CMCC in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Licensed Patent and Trademark OfficeRights. 6.2 All 7.2 Licensee shall reimburse to CMCC for Licensee’s proportional share of fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Licensed Patent Rights shown in Appendix A and Appendix B incurred prior to or after the EFFECTIVE DATE date of this Agreement Agreement, which proportional share shall be the responsibility portion of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs payable by CMCC, including any amounts payable by CMCC under the Assignment and Sublicense Agreement between CMCC and Ion Pharmaceuticals, Inc., dated September 14, 1999. CMCC shall be paid by LICENSEE provide to Licensee an itemized invoice of all such fees and Licensee shall pay to CMCC all amounts due under said invoice within thirty (30) days of the date of said invoice. Licensee shall also reimburse CMCC for Licensee’s proportional share, as defined above, of fees and costs relating to the filing, prosecution and maintenance of the Licensed Patent Rights shown in Appendix A and Appendix B incurred after receipt July 21, 1998 and before the Effective Date of UNIVERSITY’S invoice thereforethis Agreement, up to a maximum of $15,000. Payments pursuant Licensee shall have the right to this Section 6.2 are request, on a case-by-case and country-by-country basis that a particular action due in such case in such country not creditable against royaltiesbe carried out. Such request shall be made no later than the later to occur of thirty (30) days before the due date of such action or thirty (30) days after Licensee receives notice of such due date. Such timely request shall relieve Licensee of its obligation of payment for such action. In the event that Licensee makes such a request concerning a particular case in a particular country, Licensee’s license hereunder solely as to that particular case in that particular country shall terminate. 6.3 LICENSEE 7.3 In the event CMCC elects not to pursue, maintain or retain a particular Licensed Patent Right licensed to Licensee hereunder, CMCC shall own so notify Licensee in sufficient time for Licensee to assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. In such event, CMCC shall provide to Licensee any new patent application, and authorization necessary to permit Licensee to pursue and/or maintain such Licensed Patent Right. Licensee shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyLicensed Patent Right.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during Commencing on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionEffective Date, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE NewLink shall have the right and responsibility, at its sole expense to assume control of and in its reasonable discretion, for the preparation, filing, prosecution and maintenance of any patent applications and patents included in the Patent Rights, in consultation with LIMR. NewLink shall provide LIMR the opportunity to review and comment upon such patent application applications prior to filing, and on all communications with patent offices in all applicable countries and jurisdictions, the selection of countries for filing of patent applications, responses to office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or patentits selected counsel) all patent prosecution files for the Patent Rights, shall provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in such prosecution. If LICENSEE no longer wishes to support NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution or and maintenance of the Patent Rights prior to the Effective Date; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. LIMR shall provide NewLink with all information necessary or useful for NewLink’s filing and prosecution of such Patent Rights and shall cooperate fully with NewLink so as to maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application covered by included in the PATENT RIGHTS, then LICENSEE shall provide written Patent Rights without the prior notice to UNIVERSITYLIMR. NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and LICENSEE on such notice NewLink shall not be responsible no longer have any further rights or responsibility for such corresponding patent expenses that are incurred subsequent prosecution or maintenance, or obligation to the date of receipt by UNIVERSITY of pay any amounts therefore, or any further rights under such written specific Patent Right in such country, and LIMR may in its discretion continue such prosecution. Any such notice by LICENSEE; such returned patent or patent application shall be excluded from given by NewLink to LIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no case less than three (3) months prior the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at filing deadline imposed or promulgated by any time during the term of this Agreement, LICENSEE governing or regulatory authority for filing any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officesuch protective document. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Subject to Section 3.4(b), TeneoBio shall apply for and seek prompt issuance of use commercially reasonable efforts to prepare, file, prosecute and maintain during all patents and patent applications, owned by TeneoBio within the term TeneoBio Technology that cover the Selected Antibodies (the “TeneoBio Patents”), […***…]; provided, however, that TeneoBio shall (A) provide all information reasonably requested by Licensee with respect to the TeneoBio Patents, (B) promptly notify Licensee in writing with respect to all significant developments regarding the TeneoBio Patents, (C) promptly provide Licensee with a copy of this Agreement each material communication from any patent authority regarding the PATENT RIGHTS in TeneoBio Patents, and (D) provide Licensee with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within TeneoBio Patents a reasonable amount of time in advance of the required foreign anticipated filing dates. LICENSEE shall have the opportunity date and shall, prior to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, consider Licensee’s reasonable comments in good faith. (b) In the event that TeneoBio determines not to file, maintain or continue prosecution or maintenance of any patent or patent application covered by within the PATENT RIGHTSTeneoBio Patents, then UNIVERSITY TeneoBio shall provide Licensee written notice to LICENSEEthereof at least […***…] days before the applicable deadline. Upon receipt of such notice, and LICENSEE Licensee shall have the right right, but not the obligation, at its sole expense expense, to assume control of the preparation, responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Licensee decides to assume such responsibility, in its sole discretion, it shall so notify TeneoBio in writing. As soon as practicable after receipt of such notice from Licensee, TeneoBio shall, […***…], (i) transfer the existing, complete patent files for all applicable patents and patent applications to Licensee, (ii) file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Licensee and (iii) give Licensee’s patent counsel power of attorney thereto. TeneoBio shall cooperate with Licensee in the transfer of all prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees responsibilities relating to the filingTeneoBio Patents, […***…]. (c) Each party shall reasonably cooperate with the other party, […***…], to execute such lawful papers and instruments and to make such rightful oaths and declarations as may be necessary or useful in the preparation and prosecution and maintenance of the PATENT RIGHTS whether incurred prior TeneoBio Patents. (d) Without limiting the foregoing, during the Selection Period, TeneoBio shall use commercially reasonable efforts to or after prepare, file, prosecute and maintain all patents and patent applications, owned by TeneoBio within the EFFECTIVE DATE of this Agreement shall be TeneoBio Technology that cover all Delivered Antibodies (provided that, for clarity, those patents not covering the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 Selected Antibodies are not creditable against royaltiesTeneoBio Patents hereunder). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY (a) Applications for RiboGene Patents and Dainippon Patents shall be prosecuted and maintained by RiboGene and Dainippon, respectively, at such party's option and its own expense. However, RiboGene agrees it will not discontinue prosecuting or maintaining any such patent or application in any country of the Territory which covers a Licensed Compound or Product for which Dainippon has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS commenced preclinical development in the United States Territory unless Dainippon shall otherwise agree. (b) Each party shall be responsible for filing and prosecuting applications for its solely-owned Collaboration Patents, and for maintaining its solely-owned Collaboration Patents, in the Territory. The Research Committee will decide which party shall prosecute jointly-owned Collaboration Patents; [*] will bear [*] the cost of prosecuting jointly-owned patent applications and maintaining jointly-owned Collaboration Patents in the Territory; provided, however, that [*] shall bear such foreign costs for applications and patents for any Licensed Compound or Product commencing as of [*]. The Research Committee also shall determine the countries as may be designated by LICENSEE in a written notice which to UNIVERSITY within a reasonable time file applications for such Collaboration Patents in advance the Territory. (c) The prosecuting party shall keep the other party informed of the required foreign filing datesstatus of any applications for Collaboration Patents and any patents issued thereon. LICENSEE In particular, the prosecuting party shall have provide to the opportunity other party a copy of any proposed filings or letters to advise and cooperate with UNIVERSITY from the patent offices in the prosecution, filing and maintenance countries of such patentsthe Territory. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE The other party shall have the right at its sole expense to assume control of the preparationreview such drafts and letters, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent comments to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE prosecuting party within thirty (30) days after receipt of UNIVERSITY’S invoice thereforethereof. Payments pursuant The prosecuting party shall consider the other party's comments in good faith and revise the draft filings or letters as reasonably necessary to this Section 6.2 are not creditable against royaltiesaddress the other party's concerns. 6.3 LICENSEE (d) In the event that the prosecuting party decides not to proceed with prosecuting an application for a Collaboration Patent or filing a patent application in a country of the Territory, or not to maintain a Collaboration Patent in a country of the Territory, it shall own give the other party sixty (60) days' notice before any new patent applicationrelevant deadline, and any the other party shall have the right to pursue, at its own expense, prosecution of such patent that issues therefrom, application or new technology maintenance of such patent in the SLE FIELD developed independently country, and such patent in the country shall be excluded from the licenses granted herein or in the License Agreement. However, RiboGene agrees it will not discontinue prosecuting or maintaining any such patent or application in any country of the UNIVERSITY Territory which covers a Licensed Compound or Product for which Dainippon has commenced preclinical development in the Territory unless Dainippon shall otherwise agree. (e) Each party agrees to cooperate with the other and UNIVERSITY employees take all reasonable additional actions and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to execute such a new patent applicationagreements, instruments, and any documents as may be reasonably required to prosecute patent that issues therefromapplications as provided in this section, or new technologyand to perfect the other's ownership interest in Collaboration Patents as allocated in Section 3.1, including, without limitation, the execution of necessary and appropriate instruments of assignment.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for (a) Filing, Prosecution and seek prompt issuance Maintenance of CG Patents in the Licensed Territory. (i) As between the Parties, Aptose will have the first right to file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS CG Patents in the United States Licensed Territory at its own expense, through patent counsel of its choice. Aptose may exercise any of its rights under this Section 8.2 through an Affiliate or Sublicensee. (ii) Promptly after the Effective Date, CG shall (A) transfer the existing, complete patent files for all CG Patents in the Licensed Territory to Aptose and communicate to Aptose all facts and information then known to CG comprising or relating thereto, (B) furnish Aptose with copies of, and if reasonably requested by Aptose, physical access to the originals of, any and all documents, electronic records, samples and other tangible materials in such foreign countries as CG’s Control that relate directly to the CG Patents in the Licensed Territory and/or that may be designated by LICENSEE in a written notice useful for the exercise of Aptose’s rights under this Section 8.2, and (C) file all documents necessary to UNIVERSITY within a reasonable time in advance transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Aptose and shall give Aptose’s patent counsel power of the required foreign filing datesattorney thereto. LICENSEE CG shall have the opportunity to advise and cooperate with UNIVERSITY Aptose in the prosecution, filing transfer of all prosecution and maintenance responsibilities relating to the CG Patents in the Licensed Territory. CG shall keep Aptose reasonably informed of such patentsall inventions made after the Effective Date and patent applications filed after the Effective Date in the Retained Territory, in each case that could form the basis for a CG Patent. If UNIVERSITY decides CG shall provide Aptose, at Aptose’s request and expense, with any assistance reasonably requested by Aptose with respect to abandon the preparation, filing, prosecution or maintenance of the CG Patents in the Licensed Territory. (iii) CG shall (A) notify Aptose in writing with respect to all significant developments regarding the CG Patents in the Retained Territory, (B) promptly provide Aptose with a copy of each material communication from any patent or patent application covered by authority regarding the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEECG Patents in the Retained Territory, and LICENSEE shall have (C) provide Aptose with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the right at its sole expense to assume control CG Patents in the Retained Territory a reasonable amount of time in advance of the preparation, filing, anticipated filing date and shall consider Aptose’s reasonable comments thereto in good faith. CG shall not undertake any patent prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes enforcement action in the Retained Territory that Aptose deems to support be detrimental to the prosecution or enforcement of the CG Patents in the Licensed Territory. (iv) Aptose shall (A) notify CG in writing with respect to all significant developments regarding the CG Patents in the Licensed Territory, (B) promptly provide CG with a copy of each material communication from any patent authority regarding the CG Patents in the Licensed Territory, and (C) provide CG with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the CG Patents a reasonable amount of time in advance of the anticipated filing date and shall consider CG’s reasonable comments thereto in good faith. (v) Aptose shall notify CG of any decision to cease prosecution and/or maintenance of any patent or patent application covered by CG Patent in any country in the PATENT RIGHTSLicensed Territory. Aptose shall, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of extent practicable, provide such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within least thirty (30) days after receipt prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of UNIVERSITY’S invoice thereforerights, in connection with such CG Patent. Payments pursuant In such event, Aptose shall permit CG, at its discretion and expense, to continue prosecution or maintenance of such CG Patent in such country, and Aptose shall take all steps required to enable CG to take over prosecution and maintenance and otherwise give full effect to the foregoing. CG’s prosecution or maintenance of such CG Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such CG Patent other than those expressly set forth in this Section 6.2 are not creditable against royalties8.2(a)(iv). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or VERTEX shall apply be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such all patents and patent application or patentapplications included in VERTEX Patents and all patents and patent applications included in Patents claiming inventions jointly owned with NOVARTIS. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE NOVARTIS shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of all patents and patent applications included in NOVARTIS Patents. In each case the PATENT RIGHTS whether incurred prior responsible party shall consult from time to or after time with the EFFECTIVE DATE of this Agreement other party with respect thereto. VERTEX shall be provide NOVARTIS with periodic reports listing the responsibility of LICENSEE. LICENSEE shall not be required to reimburse jurisdictions in which the UNIVERSITY for any fees under this section that VERTEX Patents licensed hereunder have been paid filed. Subject to the UNIVERSITY by prior licensees or any next succeeding sentences, VERTEX will file patent applications with respect to those VERTEX Patents in such other third partycountries as NOVARTIS shall request in writing, all such other countries being countries in which NOVARTIS would customarily file its own cases dealing with similar subject matters. Fees The party initially responsible for preparation, filing, prosecution and costs maintenance of a particular Patent (the "Initial Responsible Party") shall be paid by LICENSEE within give thirty (30) days after receipt advance notice (the "Discontinuance Election") to the other party of UNIVERSITY’S invoice thereforeany decision to cease preparation, filing, prosecution and maintenance of that Patent in any jurisdiction (a "Discontinued Patent"). Payments pursuant In such case, the other party may elect at its sole discretion to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE continue preparation, filing and prosecution or maintenance of the Discontinued Patent at its sole expense. The party so continuing shall own any new such Patent; and the Initial Responsible Party shall execute such documents and perform such acts as may be reasonably necessary for the other party to file or to continue prosecution or maintenance, including assigning ownership of such Patent to such electing party. Discontinuance may be on a country-by-country basis or for a patent applicationapplication or patent series in total. Each party will consult the other party with respect to its choice of patent counsel and will keep that party continuously informed of all matters relating to the preparation, filing, prosecution and any patent that issues therefrom, or new technology maintenance of Patents covered by this Agreement. Each party shall endeavor in the SLE FIELD developed independently good faith to coordinate its efforts with those of the UNIVERSITY and UNIVERSITY employees and shall not owe other party to minimize or avoid interference with the UNIVERSITY any fee or royalty under section 4 relating to such a new prosecution of the other party's patent application, and any patent that issues therefrom, or new technologyapplications.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 FSURF shall apply for and seek prompt issuance of diligently prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesits choice. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY FSURF shall provide written notice to LICENSEELicensee with copies of all patent applications amendments, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by other filings with the United States Patent and Trademark OfficeOffice and foreign patent offices. FSURF will also provide Licensee with copies of office actions and other communications received by FSURF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such information confidential. 6.2 All fees and costs including attorneys’ fees relating 7.2 Licensee shall pay to FSURF the filingsum of [***], prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after of the Effective Date to reimburse any and all expenses associated with preparation, filing, prosecution, issuance, maintenance, defense, and reporting of the Licensed Patents incurred prior to the Effective Date. (NOTE: the above referenced dollar amount in this Section 7.2 is subject to change, as all related patent prosecution expense invoices may not have been received from the law firm at the time of license terms negotiation. In addition, the amounts in this article are separate from other amounts due for payment listed elsewhere.) 7.3 Licensee shall be responsible for and pay all costs and expenses incurred by FSURF related to the preparation, filing, prosecution, issuance, maintenance, defense and reporting of the Licensed Patents subsequent to and separate of those expenses cited in Section 7.2 within thirty (30) days of receipt of UNIVERSITY’S an invoice thereforefrom FSURF. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep FSURF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform FSURF of any changes in writing of such status, within thirty (30) days of any such change. In the event that additional licenses are granted to licensees for alternate fields-of-use, patent that issues therefromexpenses associated with Licensed Patents will be divided proportionally between the number of existing licensees. In the case of foreign patent protection, or new technology if a licensee declines to reimburse FSURF for its proportional share of patent expenses in any particular country, then said licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY has or A. Licensee shall apply for and for, seek prompt issuance of of, and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 1 using counsel reasonably acceptable to CMCC. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention.” The prosecution, filing and maintenance of such patentsall Patent Rights applications and patents shall be the primary responsibility of Licensee and at Licensee’s sole expense. If UNIVERSITY decides to abandon the preparation, filing, CMCC will be copied on all patent prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE correspondence. CMCC shall have the right reasonable opportunities to comment on and to advise Licensee regarding such prosecution and shall reasonably cooperate with Licensee at its Licensee’s sole expense to assume control of expense, in the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeRights. 6.2 All fees B. Licensee shall reimburse CMCC for all patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether incurred Patent Rights. After the Effective Date, CMCC shall not incur any such patent prosecution expenses related to the Patent Rights without Licensee’s prior written consent except for those Patent Rights CMCC has the right to or after the EFFECTIVE DATE prosecute pursuant to Paragraph C and D of this Agreement ARTICLE VI. Upon request of CMCC, and only upon such request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for directly pay such invoices in compliance with such counsel’s customary business terms, but in any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE event within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesdays. 6.3 LICENSEE C. If, in any country, Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensee shall notify CMCC not less than thirty (30) days prior to such action (but no less than sixty (60) days prior to the date that a response related to such patent application or patent is due) and, in such event, the license granted to Licensee hereunder with respect to such patent or patent application in such country will immediately cease. Such notice shall not relieve Licensee from responsibility to pay such patent related expenses incurred by Licensee prior to the expiration of the notice period (or such longer period specified in Licensee’s notice). CMCC may elect to continue paying such patent related expenses, at its own any new expense, and Licensee will execute all documents CMCC may reasonably request for such purposes; however no such action will change the Parties’ respective ownership interests in the relevant patent or patent application. D. In the event Licensee elects not to pursue, maintain or retain a particular Patent Right(s) listed in Appendix 1 in any country in the Territory, then Licensee shall immediately notify CMCC in writing and, subject to the rights of the United States government and any other contractual obligations to research sponsors, Licensee will authorize CMCC to assume the filing, prosecution and/or maintenance of such application or patent in such country at CMCC’s expense. In such event, Licensee shall provide to CMCC any authorization necessary to permit CMCC to pursue and/or maintain such Patent Right and Licensee’s license under this Agreement to that issues therefrom, or new technology Patent Right in such country will immediately cease. CMCC shall then be free to license its one-half ownership interest in the SLE FIELD developed independently applicable Patent Right(s) to any third party without any obligations to Licensee (other than those obligations with respect to Joint Inventions as set forth in the MTA and ARTICLE XIV of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologythis Agreement).

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during Commencing on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionEffective Date, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE NewLink shall have the right and responsibility, at its sole expense to assume control of and in its reasonable discretion, for the preparation, filing, prosecution and maintenance of any patent applications and patents included in the Patent Rights, in consultation with LIMR. NewLink shall provide LIMR the right to review and comment upon such patent application applications prior to filing, and on all communications with patent offices in all applicable countries and jurisdictions, the selection of countries for filing of patent applications, responses to office actions, and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments. Promptly after the Effective Date, LIMR will transfer to NewLink (or patentits selected counsel) all patent prosecution files for the Patent Rights, shall provide to NewLink such executed documents or instruments as needed for NewLink to undertake such prosecution efforts, and shall provide NewLink all reasonable assistance in such prosecution. If LICENSEE no longer wishes to support NewLink shall reimburse LIMR for the reasonable out-of-pocket costs, based on detailed invoices of such costs, actually incurred in conducting such prosecution or and maintenance of the Patent Rights prior to the Effective Date, not to exceed $17,000; provided that LIMR has provided NewLink with an invoice for such costs together with appropriate documentation outlining the costs incurred. LIMR shall provide NewLink with all information necessary or useful its filings and prosecution of such Patent Rights and shall cooperate fully with NewLink so as to maximize NewLink’s rights. NewLink shall not abandon or opt not to file any patent or patent application covered by included in the PATENT RIGHTS, then LICENSEE shall provide written Patent Rights without the prior notice to UNIVERSITYLIMR. NewLink may elect in writing to cease the continued prosecution or maintenance of particular Patent Right in a country, and LICENSEE on such notice NewLink shall not be responsible no longer have any further rights or responsibility for the such corresponding patent expenses that are incurred subsequent prosecution or maintenance, or obligation to the date of receipt by UNIVERSITY of pay any amounts therefore, or any further rights under such written specific Patent Right in such country, and LIMR may in its discretion continue such prosecution Any such notice by LICENSEE; such returned patent or patent application shall be excluded from given by NewLink to LIMR in sufficient time to enable LIMR an adequate time period to protect its rights, but in no case less than three (3) months prior the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at filing deadline imposed or promulgated by any time during the term of this Agreement, LICENSEE governing or regulatory authority for filing any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officesuch protective document. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement $15,331 (“Pre- agreement Expenses”) are due on the Effective Date and shall be paid by Licensee to University within ten (10) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Within a reasonably practical time following the Effective Date, but in no event not longer than sixty (60) days after such date (“Prosecution Transfer Period”), ANAPTYS shall apply at its own expense be solely responsible for maintaining and seek prompt issuance prosecuting the Patent Rights including for the avoidance of doubt all annuity and maintain during renewal fees and for the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance conduct of any patent claims or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees proceedings relating to the filingPatent Rights including any interference, opposition, infringement or revocation proceedings. ANAPTYS shall have sole responsibility for the appointment or otherwise of a patent agent and in deciding upon the scope and geographical extent to which any patent may be filed after written agreement from MRC. During the Prosecution Transfer Period, MRC will be solely responsible for (i) making all payments and maintaining all prosecution such that there are no losses of Patent Rights, (ii) timely transfer all files related to the Patent Rights, and (iii) timely file all documents necessary to affect the transfer to ANAPTYS and enable ANAPTYS to assume its responsibilities under this Section 6.2. For avoidance of doubt, ANAPTYS will pay all costs incurred by MRC during the Prosecution Transfer Period for the prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid Patent Rights (to the UNIVERSITY by prior licensees extent such costs have not been previously reimbursed). (b) Should ANAPTYS decide that it does not wish to prosecute, maintain or defend the Patent Rights or any part thereof it shall give MRC not less than sixty (60) days notice of that decision before any critical time period and thereafter MRC may in its sole discretion and at its own costs and expense prosecute, maintain or defend the Patent Rights or any part thereof. If MRC so decides to prosecute, maintain or defend the Patent Rights or any part thereof ANAPTYS shall promptly arrange for its patent attorneys to transfer to MRC all relevant papers, files and other third partydocuments. (c) ANAPTYS agrees to keep MRC informed on major or key prosecution issues of the Patent Rights and arrange for MRC to be sent copies of any patent correspondence upon request of MRC. Fees and costs shall Any action relating to the prosecution of the continuing applications must be paid by LICENSEE within notified to MRC at least thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 (or the maximum possible if at least thirty 30 days notice are not creditable against royalties. 6.3 LICENSEE shall own available to ANAPTYS) prior to any new patent application, and submission to any patent office for MRC’s review. In the event that issues therefromMRC has a concern regarding the submission, the Parties will discuss to mutually resolve any potential conflict or new technology material impact to the parent patent applications in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Acclarent shall have the opportunity sole right and discretion to advise make all decisions regarding patent protection, copyright registration or other forms of legal protections with respect to Resulting Intellectual property owned by Acclarent under Section 8.1(a) above and cooperate Acclarent will solely control and bear the cost of applying for, prosecuting, obtaining and maintaining any patent, copyright registration of other mode of legal protections therefore. Advanced shall have the sole right and discretion to make all decisions regarding patent protection, copyright registration or other forms of legal protections with UNIVERSITY respect to Resulting Intellectual property owned by Advanced under Section 8.1(b) above and Advanced will solely control and bear the cost of applying for, prosecuting, obtaining and maintaining any patent, copyright registration or other mode of legal protections therefore. Acclarent shall have the first option to evaluate all Resulting Intellectual Property that is jointly owned under Section 8.1(c) above and, in its sole discretion, elect whether or not to pursue patent protection, copyright registration or other forms of legal protections, where the prosecutioninitial and subsequent filings, filing if any, are to occur, and maintenance determine whether the patent protection will continue to be sought or maintained. In exchange, Acclarent shall bear all costs of such patents. If UNIVERSITY decides to abandon the preparationsearching, preparing, filing, prosecution prosecuting, and maintaining patent protection for such jointly owned Resulting Intellectual Property on which it elects to pursue patent protection, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. copyright registration or maintenance other modes of legal protection. If Acclarent elects not to pursue patent protection, copyright registration or other modes of legal protection in a country for any patent or jointly owned Resulting Intellectual Property, Advanced may elect to pursue, at its own expense, such protection. In addition, if Acclarent files a patent application covered by on any jointly owned Resulting Intellectual Property with claims that are limited to the PATENT RIGHTSField of Use, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE Advanced shall have the right to file and prosecute at its sole own expense additional patent applications, continuations, divisionals, etc., with claims that are not limited to assume control the Field of Use. Each Party agrees to cooperate and assist the preparationother Party in regard to the above provisions, filingprovided, prosecution however, that any Party providing assistance to the other Party with respect to any patent application, copyright registration or other mode of legal protection being sought shall be reasonably compensated by the other Party for time expended and maintenance out of such patent application pocket expenses incurred. In cases where Advanced is the party providing assistance to Acclarent, Advanced shall be compensated for time expended based on the compensation schedule set forth in Section 3.2 above. In addition, under no circumstances shall Advanced be required to disclose any of its confidential, proprietary or patent. If LICENSEE no longer wishes to support trade secret information in the prosecution or maintenance course of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeprosecution process. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply CURF shall, be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution all applications and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from patents included in the PATENT RIGHTS. CURF shall consult with LICENSEE as to the maintenance of such applications and patents and shall furnish to LICENSEE copies of documents relevant to any such maintenance. CURF and LICENSEE shall notify UNIVERSITY immediately ifcooperate fully in determining, at in a timely manner, the countries in which patent protection shall be maintained. Each PARTY shall provide to the other prompt notice as to all matters that come to its attention and which may affect the maintenance of any time during the term of this Agreementsuch patents. In particular, LICENSEE will immediately notify CURF if LICENSEE or any of its sublicensees a SUBLICENSEE does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the preparation, filing, prosecution and maintenance of the PATENT RIGHTS shall be reimbursed by the LICENSEE, whether such fees and costs were incurred prior to before or after the date of this Agreement. Such reimbursements for expenses accrued prior to the EFFECTIVE DATE, as detailed in APPENDIX E are due according to the following schedule: (a) Fifty percent (50%) of patent fees related to PATENT RIGHTS accrued prior to the EFFECTIVE DATE are due on the EFFECTIVE DATE. (b) The remaining fifty percent (50%) of this Agreement patent fees related to PATENT RIGHTS accrued prior to the EFFECTIVE DATE are due on or before June 301 2011. Such reimbursements for expenses accrued on or after EFFECTIVE DATE shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE made within thirty (30) days after day of receipt of UNIVERSITY’S invoice thereforefrom CURF, and, if overdue, shall be subject to late charges as provided in Section 4.7. Payments pursuant The exact amount of such expenses accrued to this Section 6.2 date are not creditable against royaltiesspecified in APPENDIX E. No additional costs beyond that should be born without written approval of LICENSEE, except maintenance fees in existing jurisdictions, or which an estimated forward projection should be provided. 6.3 In the event LICENSEE elects to discontinue maintenance of any patent issued thereon, or if LICENSEE elects not to continue to pay the patent expenses under the PATENT RIGHTS, in any country, LICENSEE shall own notify CURF no later than thirty (30) days prior to any new patent applicationapplicable statutory bar date or response due date. From and after the date of such notice: (a) LICENSEE and its SUBLICENSEES shall have no rights, and any patent that issues therefrom, privileges or new technology license in the SLE FIELD developed independently specified country(ies) under this Agreement; (b) LICENSEE shall have no responsibility for expenses incurred in preparation, filing, prosecution and maintenance of PATENT RIGHTS in the specified country(ies); (c) LICENSEE agrees that it will not thereafter manufacture, use, sell or provide LICENSED PRODUCTS in the specified country(ies); and (d) The specified country(ies) will be automatically deleted from TERRITORY. 6.4 All patent applications and issued patents contained in PATENT RIGHTS shall be owned by UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyCURF.

Patent Prosecution. 6.1 UNIVERSITY has or shall 6.1. LICENSEE shall, in the name of the University of Florida, apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in foreign countries. The prosecution, filing and maintenance of all Patent Rights patents and applications shall be the primary responsibility of LICENSEE. LICENSEE shall seek patent extension for patents licensed under the Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE LICENSEE, under such applicable laws and regulations throughout such countries, where such patent extension rights are available currently or are available in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesfuture. LICENSEE shall have keep University advised as to all developments with respect to the opportunity Patent Rights and shall supply to University copies of all correspondence and papers received in connection therewith within ten (10) business days of receipt or filing thereof. As required by law, LICENSEE must provide all correspondence to and advise and cooperate UFRFI in a timely manner in order to permit UFRFI to comment on all actions before they are taken by LICENSEE's patent counsel. All final decisions with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides respect to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationPatent Rights are reserved to UFRFI, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered as required by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelaw. 6.2 All 6.2. Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution prosecution, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Patent Rights shall be the responsibility of LICENSEE. 6.3. If LICENSEE desires that a patent application be filed on University Inventions, LICENSEE shall promptly prepare, file and prosecute a patent application or applications in the University's name, and/or any pertinent continuation, continuation-in-part and/or reissue application(s) thereof in the United States directed to such University Inventions. University shall thereafter assign all such University Inventions to UFRFI. LICENSEE shall bear all expenses incurred in connection with such preparation, filing and prosecution of U.S. and foreign patent application(s) and patents directed to University Inventions. UFRFI shall cooperate with LICENSEE to assure that such application or applications, and any such continuation, continuation-in part and/or reissue application(s) thereof will cover, to the best of LICENSEE's knowledge, all items of commercial interest and importance. UFRFI shall have the right to advise and cooperate with LICENSEE in such prosecution, and such advice shall not be required rejected unreasonably. 6.4. If LICENSEE elects not to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30exercise its option(s) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE Agreement, or decides to discontinue the financial support of the prosecution or maintenance of the protection of the Patent Rights in the United States and in foreign countries, or is grossly negligent in its prosecution or maintenance of the protection thereof, UFRFI shall own be free a to file or continue prosecution or maintain any new patent applicationsuch application(s), and to maintain any patent that issues therefrom, or new technology protection issuing thereon in the SLE FIELD developed independently of the UNIVERSITY U.S. and UNIVERSITY employees and shall not owe the UNIVERSITY in any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyforeign country at UFRFI's sole expense.

Patent Prosecution. 6.1 UNIVERSITY has or 7.3.1 Patent Prosecution and Maintenance. 7.3.1.1 LICENSEE shall apply be responsible for filing, prosecuting (including in connection with any reexaminations, oppositions and seek prompt issuance of the like) and maintaining the Patent Rights in the Territory. LICENSEE shall file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights using qualified outside patent counsel and foreign patent associates selected by LICENSEE; provided that LICENSEE identifies such counsel for PFIZER in the United States advance and PFIZER consents to such counsel (such consent not to be unreasonably withheld or delayed). LICENSEE shall be responsible for all costs and expenses in connection with such foreign countries as may be designated by filing, prosecution and maintenance; provided that if LICENSEE in provides PFIZER with a written notice request to UNIVERSITY within abandon, or not file a reasonable time patent application included in, any of the Patent Rights reasonably in advance of the required foreign filing dates. relevant deadline: (a) LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding costs and expenses relating to filing, prosecuting and maintaining (as applicable) such Patent Right; (b) PFIZER may, or may allow a Third Party (including OSI) to, file, prosecute and maintain (in its sole discretion) such Patent Right; (c) upon PFIZER’s request, LICENSEE shall promptly provide all files related to filing, prosecuting and maintaining such Patent Right to counsel designated by PFIZER; and (d) the term “Patent Rights” automatically shall be modified to exclude such Patent Right as of the date LICENSEE provides such written request to PFIZER. 7.3.1.2 Upon the written request of PFIZER or OSI, LICENSEE will provide PFIZER and/or OSI (as applicable) with (1) material correspondence with the relevant patent expenses that are incurred subsequent offices pertaining to LICENSEE’s prosecution of the Patent Rights and (2) a report detailing the status of all Patent Rights. LICENSEE will provide PFIZER a reasonable opportunity to review and comment on proposed material submissions to any patent office with respect to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. Patent Rights prior to submission and LICENSEE shall notify UNIVERSITY immediately if, at reasonably consider any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as comments provided by the United States Patent and Trademark OfficePFIZER. 6.2 All fees and costs including attorneys’ fees relating to the filing7.3.1.3 The Parties hereby acknowledge that, prosecution and maintenance as of the PATENT RIGHTS whether incurred prior to or after Effective Date, the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees Patent Rights are recorded in PFIZER’s name and costs shall be paid by LICENSEE within thirty PFIZER (30in its sole discretion) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrommay, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating may have, such recordals updated to such a new patent application, and any patent that issues therefrom, or new technologyreflect PFIZER’s co-ownership with OSI.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Licensee shall apply for file, prosecute and seek prompt issuance of and maintain maintain, during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term course of this Agreement, LICENSEE the PATENTS, using outside patent counsel reasonably acceptable to USC. Should the filing of foreign patents be required, Licensee shall take responsibility for timely filing, prosecuting and maintaining said foreign patents. Licensee shall notify USC of all material information received by Licensee, including copies of documents received by or any prepared by or on behalf of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Licensee, relating to the filing, prosecution and maintenance of the PATENT patents and patent applications which form the basis of the PATENTS, and shall use commercially reasonable efforts to allow USC to review, comment, and advise upon such information. Licensee shall convey or transmit to USC material correspondence from outside counsel to USC related to the filing, prosecution and maintenance of PATENTS. Licensee shall consider in good faith the requests and suggestions of USC with respect to strategies for filing and prosecuting the PATENTS, and shall use commercially reasonable efforts to implement all commercially reasonable requests of USC. USC shall keep Licensee informed of information provided to USC, or developed at USC, where such information relates to the PATENTS and PROPERTY RIGHTS whether incurred necessary for the prosecution, protection and procurement of the PATENTS. Subject to Section 17 hereof, Licensee and USC agree to hold all information disclosed to it pursuant to this Paragraph 6(a) confidential and to use the information provided only for the purpose of advancing the PATENTS and/or practicing the license(s) granted to Licensee hereunder in accordance with the terms and conditions of this Agreement. (b) In the event that Licensee desires to cease prosecution or maintenance of any PATENT, Licensee shall provide reasonable prior written notice to USC of such intention to abandon (which notice shall, in any event, be given no later than […***…] days prior to the next deadline for any action that may be taken with respect to such PATENT with the applicable Patent Office), so that USC may, at its discretion, assume responsibility for such PATENT. If the Licensee assumes responsibility for a PATENT and then subsequently elects (i) not to pursue such PATENT or after (ii) to terminate the EFFECTIVE DATE prosecution or maintenance of such PATENT in any country, the Licensee surrenders its right to make, use or sell PRODUCTS covered by the non-elected PATENT in that particular country and shall grant to USC the exclusive rights previously granted to Licensee, without limitation, for that country. Licensee agrees to execute all necessary documents to carry out this Agreement shall be the responsibility grant of LICENSEErights to USC. LICENSEE Payments referred to in Paragraph 6(a) shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees refunded upon such non-election or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiestermination. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office.. Sample 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement $ (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Licensee to University within ten (10) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall The Parties shall, in their sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain during all their own Solely Developed Intellectual Property arising out of or in connection with the term RESEARCH PROGRAM. 6.2 If the Parties create JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the Parties agree to consult with one another as reasonably necessary to obtain and perfect intellectual property rights specific to such technology. The Parties further agree to equitably share the cost of this Agreement obtaining and perfecting such rights. In the PATENT RIGHTS in event of a dispute, U.S. patent law shall govern. 6.3 In the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term event ALIEN elects an exclusive license under Article 5 of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States ALIEN shall reimburse all legal expenses, including Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Cooperation Treaty (PCT) applications, relating to patenting the filingintellectual property paid by NDSU and shall pay for all future expenses as long as ALIEN’s exclusive license to the intellectual property has not terminated. Nothing in this Article 6.3 shall be construed to lessen NDSU’s management of the patent application, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement intellectual property. ALIEN shall be consulted regarding the responsibility prosecution of LICENSEEsuch patents. LICENSEE ALIEN shall not be required to reimburse the UNIVERSITY for PCT national phase filings or foreign filings for any fees country unless such filings are at the request of ALIEN or NDSU secures ALIEN’s agreement prior to filing. 6.4 As to patents prosecuted by NDSU for NDSU SOLELY DEVELOPED INTELLECTUAL PROPERTY on which ALIEN has elected to take an exclusive license under Article 5, NDSU shall provide ALIEN with copies of all relevant documentation so that ALIEN may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and ALIEN shall keep this section that documentation *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been paid filed separately with the Commission. confidential in accordance with Article 2. NDSU shall endeavor to amend any patent application to include reasonable claims or disclosures requested by ALIEN and required to protect the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesproducts and/or processes derived from the patent application. 6.3 LICENSEE 6.5 As to patents prosecuted by either Party for JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the prosecuting Party shall own provide the other Party with copies of all relevant documentation so that the other Party may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and the other Party shall keep this documentation confidential in accordance with Article 2. The prosecuting Party shall endeavor to amend any new patent application to include reasonable claims or disclosures requested by the other Party and required to protect the products and/or processes derived from the patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of of, and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE University will confer with Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt extent practicable, all documents prepared by UNIVERSITY of such written notice by LICENSEE; such returned University’s counsel for submission to governmental patent or patent application shall offices will be excluded from the PATENT RIGHTSprovided to Licensee for review and comment prior to filing. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement [***] (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Licensee within thirty (30) business days of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the Term of this Agreement but in response to any instructions that were sent during the Term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or a. USC shall apply for and seek prompt issuance of prosecute and maintain the PATENTS during the term course of this Agreement the PATENT RIGHTS Agreement. b. Licensee shall reimburse all reasonable legal expenses incurred and paid by USC in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution prosecuting and maintaining the U.S. and foreign PATENTS, including the expenses associated with parent patent applications listed in Appendix A whether such expenses were incurred before or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to after the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement. These legal expenses shall include the attorneys' and agents' fees, LICENSEE or filing fees and out-of-pocket costs associated with responding to office actions and any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All other fees and costs including attorneys’ directly related to obtaining and/or maintaining patent protection. Licensee shall advance payments of maintenance fees relating and annuities as part of such legal expenses to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY reimbursed by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Licensee within thirty (30) days after of request by USC, unless Licensee is advised otherwise by timely notice from USC. c. The first reimbursement payment made by Licensee shall be for the reimbursement of USC's patent expenses to date and shall be made upon the earlier of (i) thirty (30) days following the first public offering of equity in Biokeys or (ii) one year from the date that the option granted herein is exercised by Licensee. Thereafter, reimbursement payments shall be made by Licensee within thirty (30) days of receipt of UNIVERSITY’S an invoice thereforefrom USC citing any additional expenses. d. If the Licensee elects (i) not to pursue a PATENT or (ii) to terminate the prosecution or maintenance of a PATENT, the Licensee surrenders its right to make, use or sell PRODUCTS covered by the non-elected PATENT and shall grant to USC the exclusive rights previously granted to Licensee, without limitation. Licensee agrees to execute all necessary documents to carry out this grant of rights to USC. Payments pursuant referred to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, in Paragraphs 7.b. and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and 7.c. shall not owe the UNIVERSITY any fee be refunded upon such non-election or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologytermination.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply (A) Following the Effective Date and subject to Stanford’s approval, Isis will coordinate and be responsible for preparing, filing, prosecuting and seek prompt issuance of and maintain during maintaining the term of this Agreement the PATENT RIGHTS Licensed Patents in Stanford’s name in the United States Licensed Territory: The parties shall work together to develop a prosecution strategy and decide in such foreign which countries the Licensed Patents will be filed. (B) Isis will (i) keep Stanford and Alnylam informed as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance the filing, prosecution, maintenance and abandonment, as applicable, of the required foreign filing dates. LICENSEE shall Licensed Patents; (ii) furnish Stanford and Alnylam copies of documents relevant to any such filing, prosecution maintenance and abandonment, as applicable; (iii) allow Stanford and Alnylam reasonable opportunity to timely comment on documents to be filed with any patent office which would affect the Licensed Patents; (iv) give good faith consideration to the comments and advice of Stanford and Alnylam; provided however that Stanford will have the opportunity to advise provide Isis with final approval on how to proceed in any response or taking any such action; and (v) provide copies of any official written communications relating to the Licensed Patents to Stanford and cooperate with UNIVERSITY in Alnylam within ten (10) days of Isis receiving such communication and Stanford and Alnylam will provide any applicable comments to Isis no later than five (5) days prior to the prosecution, filing and maintenance of first deadline (without extensions) to file a response or take any action relating to such patentscommunication. If UNIVERSITY decides Stanford or Alnylam, as the case may be, do not provide comments within this time period to abandon Isis, Isis may respond or take such action as it sees fit. (C) To aid Isis in this process, Stanford will provide information, execute and deliver documents and do other acts as the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY Licensees shall provide written notice reasonably request from time to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patenttime. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any Isis may use counsel of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent choice, which must be acceptable to Stanford and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to Alnylam, for the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after Licensed Patents and the EFFECTIVE DATE of this Agreement Licensees shall be the responsibility of LICENSEEbilled directly by such counsel. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees Each Licensee may assign its rights and obligations under this section that have been paid Section 13.1 to the UNIVERSITY by a sublicensee, subject to prior licensees or any other third party. Fees notification to and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesapproval from Stanford. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply Foundation will be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or prosecution, protection, defense and maintenance of any all Patent Rights, using independent patent or patent application covered by counsel reasonably acceptable to Licensee. However, Foundation shall give Licensee the PATENT RIGHTSopportunity to provide comments on and make requests of Foundation concerning the preparation, then UNIVERSITY shall provide written notice to LICENSEEfiling, prosecution, protection, defense and maintenance of the Patent Rights, and LICENSEE shall seriously consider such comments and requests; however, final decision-making authority shall vest in Foundation. 6.2 Foundation, either directly or through its attorneys, shall keep Licensee or its designated attorneys adequately informed with respect to the filing, prosecution, and maintenance of all patent applications and patents licensed under this Agreement. Licensee shall have the right at to request and receive additional information, as Licensee or its sole expense attorneys may require, including copies of patent applications, patents, patent office actions, and replies thereto. 6.3 Separate from the payments set forth in Article 4, Licensee shall reimburse Foundation for all reasonable costs associated with the Patent Rights incurred after the Effective Date and paid by Foundation or its Affiliate without reimbursement by a third party. These reimbursements shall be due within thirty (30) days after receipt of Foundation’s invoice by Licensee, and shall be non-refundable and non-creditable. To the extent practicable, such expenses shall be pre-approved by Licensee, and Foundation agrees to assume control of consult with Licensee as to the preparation, filing, prosecution and maintenance of the Patent Rights and shall furnish to Licensee copies of relevant documents in Foundation’s or its counsel’s possession reasonably in advance of such patent application or patentconsultation. If LICENSEE Licensee fails to provide direction before two (2) weeks prior to a deadline, Foundation will proceed on its own judgment and, provided that Licensee has received two (2) months’ prior notice of the deadline, Licensee shall be responsible for costs as if pre-approved. If, by two (2) weeks prior to expiration of a filing deadline, Licensee elects not to make such payment, Foundation may elect to make such payment at Foundation’s own cost, in which case Licensee shall have no longer wishes further rights with respect to support said specific patent action, any other Section of this Agreement notwithstanding. 6.4 If Licensee decides that it does not wish to pay for the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSPatent Rights in a particular country, then LICENSEE Licensee shall provide Foundation with prompt written notice of such election. Upon receipt of such notice by Foundation, Licensee shall be released from its obligation to UNIVERSITY, and LICENSEE shall not be responsible reimburse Foundation for such corresponding patent expenses incurred thereafter as to such Patent Rights; provided, however, that are incurred subsequent expenses authorized prior to the date of receipt by UNIVERSITY Foundation of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether deemed incurred prior to the notice. In the event of Licensee’s election hereunder to no longer pay for prosecution or after the EFFECTIVE DATE maintenance of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required any Patent Rights, any license granted by Foundation to reimburse the UNIVERSITY for any fees under this section that have been paid Licensee hereunder with respect to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationsuch Patent Rights will terminate, and any patent that issues therefromLicensee will have no rights whatsoever to exploit such terminated Patent Rights. Foundation will then be free, without further notice or new technology obligation to Licensee, to grant rights in and to such terminated Patent Rights to third parties in the SLE FIELD developed independently Field of Use, while Licensee shall retain full rights hereunder with respect to all other patent rights then within the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationresponsibility for preparing, filing, prosecuting and maintaining the LICENSED PATENTS and conducting any interferences, reexaminations or requesting reissues or patent term extensions with respect to the LICENSED PATENTS in the United States, and the right to prepare, file, prosecute and maintain the LICENSED PATENTS and conduct any interferences, reexaminations or request reissues or patent term extensions with respect to the LICENSED PATENTS, or to take such similar actions to protect the LICENSED PATENTS in any other country. During the TERM LICENSEE shall prosecute and/or maintain, as appropriate, the LICENSED PATENTS in at least the countries in which LICENSOR has already begun prosecution or and/or maintenance (“PROSECUTION COUNTRIES”), a list of which shall be provided by LICENSOR upon request. LICENSEE shall keep LICENSOR fully informed as to the status of such patent matters, including without limitation by providing LICENSOR with the opportunity to review and comment on any documents which will be filed in any patent office and by providing LICENSOR copies of any documents received by LICENSEE from such patent offices including notices of all interferences, reexaminations, oppositions or requests for patent term extensions. In the event that LICENSEE declines or fails to prepare, file, prosecute or maintain any LICENSED PATENTS in any PROSECUTION COUNTRY, LICENSEE shall promptly, and in no event later than ninety (90) days prior to any filing deadline, provide written notice to LICENSOR and LICENSOR shall then have the right to assume such responsibilities at its own expense using counsel of its choice. In addition, LICENSEE shall promptly notify LICENSOR of any decision to abandon a patent or patent application covered by the PATENT RIGHTSLICENSED PATENTS in any country, then UNIVERSITY shall provide written notice to LICENSEEin which case, and LICENSEE LICENSOR shall have the right option, at its sole expense and with counsel of its choice, of continuing to assume control of the preparation, filing, prosecution and maintenance of prosecute any such pending patent application or patentof keeping the issued patent in force. If LICENSEE no longer wishes abandons, declines or fails to support prepare, file, prosecute or maintain any LICENSED PATENTS as set forth in this Section, the prosecution or maintenance of any patent or patent application covered licenses granted by the PATENT RIGHTS, then LICENSOR to LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesII shall immediately become non-exclusive. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice, subject to customary consultation. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in such Trademark Office and foreign countries as may be designated by LICENSEE in a written notice patent offices relating to UNIVERSITY Patent Rights. Licensee shall keep those documents confidential subject to the terms of Section 17 . 7.2 Licensee shall pay UFRF [*] dollars ($[*]), within a reasonable time in advance [*] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Patent Rights, and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will implement any reasonable comments provided by Licensee or Licensee’s counsel provided that such comments are not considered by UFRF to be detrimental to UFRF’s interests. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [*] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. Licensee shall have the right at its sole expense pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such the Patent Rights that were not reimbursed pursuant to Section 7.2 within [*] of receipt of an invoice from UFRF. Licensee shall keep UFRF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to United States and applicable foreign patent application or patentlaws. If LICENSEE no longer wishes to support the prosecution or maintenance Licensee shall inform UFRF of any patent or patent application covered by changes in writing of the PATENT RIGHTS, then LICENSEE shall provide small entity status within [*] of any change. 7.4 Licensee may elect upon [*] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to Licensee by this Agreement with respect to that Patent Right terminates after the [*] in that country or jurisdiction. Notwithstanding anything to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of contrary in this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by Licensee shall file and maintain the Patent Rights in the following countries: United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filingStates, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationEurope, Canada, Australia, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyJapan.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of in all relevant major market countries designated by Licensee of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 1. CMCC reserves the United States and in such foreign countries as may be designated by LICENSEE in a written notice sole right to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity make all final decisions with respect to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentapplications and patents. If LICENSEE no longer wishes Although CMCC shall be the client in the attorney-client relationship with patent counsel, Licensee shall have day-to-day responsibility for interaction with such patent counsel relating to support prosecution of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights, and LICENSEE may provide recommendations to such patent counsel regarding the scope and content of patent applications to be filed and prosecuted to assure that the Patent Rights cover all items of commercial interest to Licensee. Licensee and CMCC each shall not be responsible for receive copies of all correspondence with respect to such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Patent Rights in sufficient time to review and provide comments and with file copies after the action is completed, and each shall receive a copy of invoices. B. Licensee shall reimburse CMCC for all patent costs, past, present and future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent Rights, provided that Licensee shall be notified prior to or after such costs exceeding $20,000. Past patent costs are the EFFECTIVE DATE full amount of this Agreement $2,265 for patents in Appendix 1B and capped at a maximum of no more than $20,000 for the patent applications in Appendix 1 A. Licensee shall be pay such costs for the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees patents and costs shall be paid by LICENSEE applications in Appendix 1A and Appendix 1B within thirty (30) days after receipt of UNIVERSITY’S an invoice thereforecovering such costs. Payments pursuant Upon request of CMCC, and only upon such CMCC request, Licensee agrees to this Section 6.2 are have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms, but in any event not creditable against royaltiesgreater than thirty (30) days from receipt of invoice which is not disputed in good faith. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensed Products or Licensed Processes, Licensee shall notify CMCC not less than sixty (60) days prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the (60)-day notice period (or such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. 6.3 LICENSEE C. In the event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall own any new patent applicationso notify Licensee and, subject to the rights of the United States government and any other contractual obligations to research sponsors when applicable, CMCC shall, provided that the Licensee is not in breach of this Agreement and hasn’t cured such breach during any applicable cure period, authorize Licensee to assume the filing, prosecution and/or maintenance of such application or patent at Licensee’s expense. The parties agree in good faith to discuss and address any issues that issues therefromresulted in CMCC’s election not to pursue such Patent Rights. In such event, or new technology CMCC shall provide to Licensee reasonable assistance in the SLE FIELD developed independently filing, prosecution and/or maintenance of such application or patent and any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right, on such economic and other terms as the parties shall mutually agree. D. The maintenance of Patent Rights in Appendix 1B are and shall remain under the administration of MIT. MIT shall directly submit invoices for payment to Licensee. Licensee shall be responsible for a twenty five percent (25%) share of past costs and future patent costs going forward. In the event that the third party abandons their rights to the patents in Appendix 1 B, CMCC and MIT shall not be required to subsidize the seventy five percent (75%) share of costs paid by the third party to maintain Licensee’s share of costs at twenty-five percent (25%). CMCC and Licensee shall negotiate a reasonable expansion in the Field of Use for any of these Patent Rights which Licensee also agrees to pay some or all of the UNIVERSITY and UNIVERSITY employees and shall not owe 75% share of patent costs. Licensee will then be notified to either pay the UNIVERSITY any fee new share of costs going forward for the patents in Appendix 1B or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologygive up those rights.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Cytokinetics shall have the opportunity first right to advise file, prosecute and cooperate maintain all Cytokinetics Patents and Patents claiming any Arising Product IP (including jointly owned Patents) (collectively, the “Cytokinetics Prosecuted Patents”) throughout the world. Cytokinetics shall be responsible for the cost and expenses of filing, prosecuting and maintaining the Cytokinetics Prosecuted Patents both inside and outside the Territory. (b) Cytokinetics shall consult with UNIVERSITY Ji Xing and keep Ji Xing reasonably informed of the status of the Cytokinetics Prosecuted Patents in the prosecutionField in the Territory and shall promptly provide Ji Xing with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, filing Cytokinetics shall promptly provide Ji Xing with drafts of all proposed material filings and maintenance correspondence to any patent authority in the Territory with respect to the Cytokinetics Prosecuted Patents in the Field for Ji Xing’s review and comment prior to the submission of such patentsproposed filings and correspondences. Cytokinetics shall confer with Ji Xing and [*] Ji Xing’s comments prior to submitting such filings and correspondences in the Territory, provided that Ji Xing shall provide such comments within [*] of receiving the draft filings and correspondences from Cytokinetics. (c) Ji Xing shall provide Cytokinetics all reasonable assistance and cooperation in the patent prosecution efforts under this Section 10.2 at its own expense, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution. (d) If UNIVERSITY decides Cytokinetics intends to abandon the preparation, filing, or cease prosecution or maintenance of any patent or patent application covered by Cytokinetics Prosecuted Patent in the PATENT RIGHTSTerritory, then UNIVERSITY Cytokinetics shall provide written prior notice to LICENSEE, and LICENSEE shall have the right Ji Xing of such intention (which notice must be given at its sole expense to assume control least [*] in advance of the preparationnext deadline to take any action in the relevant patent office necessary to maintain existing rights in any such Cytokinetics Prosecuted Patent). Upon Ji Xing’s written election provided no later than [*] after such notice from Cytokinetics, filing, Cytokinetics shall either (i) continue prosecution and maintenance of such Cytokinetics Prosecuted Patent at Ji Xing’s direction and expense or (ii) permit Ji Xing to assume prosecution and maintenance of such Cytokinetics Prosecuted Patent at its own expense and using patent application or patentcounsel of its choosing. If LICENSEE no longer wishes Cytokinetics decides to support the abandon or cease prosecution or maintenance and Ji Xing elects to assume prosecution or maintenance of any patent or patent application covered by Cytokinetics Prosecuted Patent in accordance with this Section 10.2, for the PATENT RIGHTSavoidance of doubt, then LICENSEE such Cytokinetics Prosecuted Patent shall provide written notice to UNIVERSITY, and LICENSEE shall not no longer be responsible a Cytokinetics Patent for such corresponding patent expenses that are incurred subsequent to the date purposes of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term royalty payment provisions under Section 9.4 of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees (e) Each Party shall, and costs including attorneys’ fees relating to the filingshall cause its Affiliates and Representatives to, provide all reasonable assistance and cooperation in connection with prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees activities under this section that have been paid to the UNIVERSITY Section 10.2, including by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationmaking its employees, agents, and independent contractors reasonably available and executing any patent that issues therefromnecessary documents or instruments, or new technology in the SLE FIELD developed independently including powers of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyattorney.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE MediCept shall have the opportunity full authority to advise and cooperate with UNIVERSITY in the prosecutionfile, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationprosecute, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEmaintain, and LICENSEE enforce all patents and applications for patents, within the scope of the Patent Rights set forth above. MediCept shall have the right undertake all such activities at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYown expense, and LICENSEE shall not be responsible for such corresponding patent expenses with full authority, except that are incurred subsequent prior to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by submission to the United States Patent and Trademark OfficeOffice of any paper authorizing a change in the scope of patent protection for any invention within the Patent Rights, MediCept shall obtain the approval of Phenome, which approval shall not unreasonably be denied. 6.2 All MediCept shall reimburse to Phenome the amount of all reasonable fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether Patent Rights incurred prior to or after the EFFECTIVE DATE date of this Agreement shall be unless those Patent Rights are also licensed to a third party in a field of use other than the responsibility Field of LICENSEE. LICENSEE Use, in which case, MediCept shall not be required to reimburse Phenome for the UNIVERSITY for any fees under this section that have been paid costs relating to the UNIVERSITY by prior licensees or any other third party. Fees filing, prosecution, enforcement, and costs shall be paid by LICENSEE within thirty (30) days after receipt maintenance of UNIVERSITY’S invoice therefore. Payments pursuant to those intellectual property rights outside the scope of this Section 6.2 are not creditable against royaltiesAgreement. 6.3 LICENSEE In the event MediCept elects not to pursue, maintain or retain a particular Patent Right licensed hereunder, MediCept shall own so notify Phenome in sufficient time for Phenome to assume the filing, prosecution and/or maintenance of such application or patent at Phenome's expense. In such event, MediCept shall provide to Phenome any new patent application, and authorization necessary to permit Phenome to pursue and/or maintain such Patent Right. MediCept shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Right.

Patent Prosecution. 6.1 UNIVERSITY has or A. Subject to the provisions of section 8(C) hereof, LICENSEE, within ninety (90) days from receipt of appropriate documentation, shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS reimburse LICENSOR in the United States approximate amount of Six Thousand Eight Hundred Thirty-Three Dollars and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a Three Cents ($6,833.03) representing all reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of out-of-pocket expenses LICENSOR has incurred for the preparation, filing, prosecution and maintenance of Licensed Patents for to execution of this Agreement and shall reimburse LICENSOR for all such future reasonable out-of-pocket expenses within sixty (60) days from receipt by LICENSEE of appropriate documentation of such expenses by LICENSOR. B. LICENSOR shall diligently prosecute and maintain the Licensed Patents as set forth Section 1 hereof and Appendix I (as the same may be amended or supplemented from time to time after the Effective Date), utilizing such patent application counsel as LICENSOR is using as of the Effective Date of this Agreement or patentpatent counsel as may be mutually agreed upon by the parties hereto. If LICENSOR agrees to keep LICENSEE no longer wishes reasonably well informed with respect to support the prosecution or maintenance status and progress of any such applications, prosecutions and maintenance activities, including consulting in good faith with LICENSEE and taking into account LICENSEE’s comments and requests with respect thereto. Both parties agree to provide reasonable cooperation to each other to Facilitate the application and prosecution 01-patents pursuant to this Agreement. C. LICENSEE may, in its discretion, elect to not reimburse LICENSOR for reasonable out-of-pocket expenses of patent or patent application covered by the PATENT RIGHTSprosecution set forth in Section 8B, then in which case LICENSEE shall provide written LICENSOR with at least ninety (90) days notice thereof and LICENSOR shall have the right to UNIVERSITY, and LICENSEE shall not be responsible for treat such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance notice of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE termination of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties6E hereof. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may be designated by LICENSEE in a written notice information confidential. 7.2 Licensee shall pay to UNIVERSITY UFRF the sum of [**], within a reasonable time in advance thirty (30) days of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise reimburse any and cooperate all expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patents. If UNIVERSITY decides the Licensed Patents incurred prior to abandon the Effective Date. 7.3 Licensee shall be responsible for and pay [**] incurred by UFRF related to the preparation, filing, prosecution or maintenance of any patent or patent application covered (including interferences (as approved by the PATENT RIGHTSLicensee, then UNIVERSITY shall provide written notice such approval not to LICENSEE, be unreasonably withheld and LICENSEE provided that Licensee shall have ten (10) business days following UFRF’s notice of its intent to file an interference in which to notify UFRF if it does not approve such filing. In the right at its sole expense event that Licensee does not respond to assume control of the preparation, filing, prosecution and maintenance approval request within the ten (10 days) of such patent application or patent. If LICENSEE no longer wishes to support request, permission will be deemed given by Licensee and the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE Licensee shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred the costs)), issuance, maintenance, defense (including oppositions) and reporting of the Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom UFRF. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep UFRF fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform UFRF of any changes in writing of such status, within thirty (30) days of any such change. In the case of foreign patent protection, if Licensee gives sixty (60) days’ notice that issues therefromit intends to decline to reimburse UFRF for patent expenses for any Licensed Patent in any particular country, or new technology then the license granted hereunder respecting such Licensed Patent in such country shall terminate after such sixty (60) days and Licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY (A) As long as the Licensee has or shall apply paid Patent Costs as provided for in this Article 17 (Patent Prosecution and seek prompt issuance of Maintenance), The Regents will diligently prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and foreign patents comprising the Patent Rights. Patent Rights will be held in the name of The Regents, obtained with counsel of The Regents’ choice, and The Regents will be the client of record for such counsel. The Regents will consider any comments or suggestions by Licensee with respect to Patent Actions, however, The Regents’ patent counsel will take instructions on all Patent Actions from The Regents. The Regents is entitled to take action to preserve rights and minimize costs whether or not Licensee has provided any comments, and will use reasonable efforts not to allow any Patent Rights to lapse or become abandoned without Licensee’s written authorization under this Article 17, except for the filing of continuations, divisionals, or the like that substitute for the lapsed applications. The Regents shall have no requirement to file, prosecute or maintain Patent Rights if Licensee is not current with its Patent Cost obligations as set forth in Article 17. (B) The Regents will provide Licensee with copies of each patent application, office action, response to office action, or other patent prosecution correspondence with patent offices regarding Patent Rights as requested by Licensee. The Licensee agrees to keep this documentation confidential as provided for in Article 29 (CONFIDENTIALITY). (C) The Regents shall use reasonable efforts to amend any patent application to include claims reasonably requested by the Licensee to protect the products and services contemplated to be sold, or the Licensed Method to be practiced, under this Agreement. (D) The Licensee may request Patent Actions, including national phase filings, via a written request to The Regents not less than ninety (90) days prior to the deadline for such filing or action to be taken in connection therewith (“Patent Prosecution Request”). If the Patent Action is a national phase deadline, such request concerning a Patent Action must identify the countries desired. The absence of a Patent Prosecution Request from the Licensee to The Regents will (i) be considered an election not to obtain or maintain patent rights associated with the specific phase of patent prosecution in such foreign countries as may be designated by LICENSEE territory, (ii) give The Regents the right to file patent applications at its own expense in a written notice any territory which Licensee has not identified pursuant to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEthis Paragraph 17.1(D), and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of (iii) result in such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, application(s) and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be patent(s) being excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of Patent Rights and therefore not subject to this Agreement, LICENSEE and Licensee will have no further rights or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelicense to them. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has Consultant agrees to, at its expense, prosecute, or shall apply for cause to be prosecuted to allowance or final rejection, and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS reasonably maintain, in the United States and in such foreign other countries as Company may be designated by LICENSEE request from time to time, the patents and patent applications (or other similar rights throughout the world however called) Consultant in its sole discretion deems appropriate related to the Other Invention (“Other Invention Patent”). During the Evaluation Period Consultant shall notify Company in writing regarding all actions related to the Other Invention Patents and Company and Consultant shall discuss and mutually agree on the various activities and responses related thereto. Consultant shall reasonably pursue each such Other Invention Patent application to allowance. In the event Company exercises its Option with respect to any Other Invention, then Company shall at that point assume the expense of filing, prosecuting and maintaining any patent applications or patents relating to the Other Invention for which the Option was exercised After exercise of an Option relating to an Other Invention, Company shall pay all government fees required to obtain and keep in force any and all Other Invention Patents and applications therefor and shall submit evidence to Consultant that said government fees have been timely paid. In the event that Company decides not to prosecute, not to pay a government fee due on, or otherwise to abandon, any Other Invention Patent or application therefor within the in any country in which it is required to do so, Company shall send Consultant written notice to UNIVERSITY within a reasonable time of said decision at least ninety (90) days in advance of the action or payment due date. If Company decides not to prosecute, not to pay a government fee due on, or otherwise to abandon, a Other Invention Patent or application therefor in any country in which it is required foreign filing dates. LICENSEE to do so, Consultant shall have the opportunity option to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of take over such patentsOther Invention Patents. If UNIVERSITY decides Consultant takes over such Other Invention Patent pursuant to abandon the preparationforegoing sentence, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY Consultant shall provide written notice to LICENSEE, and LICENSEE shall have the right at in its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not discretion thereafter be responsible for paying the costs and expenses associated with prosecuting and maintaining such corresponding patent expenses that are incurred subsequent Other Invention Patent or application therefor. As set forth in Section 8, below, Company’s obligation to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall pay royalties may be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifreduced, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does but is not qualify as a “Small Entity” as provided relieved by the United States Patent and Trademark Officeabsence of an issued patent in any particular country. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY a. MSSM is the owner of the Patent Rights. MSSM has or shall apply for retained ▇▇▇▇▇ and seek prompt issuance of ▇▇▇▇▇, PC to prepare, file, prosecute, and maintain the pending patent applications and issued patents comprising the Patent Rights. b. MSSM shall maintain an attorney-client relationship with ▇▇▇▇▇ and ▇▇▇▇▇ (or other patent counsel mutually agreed to by both parties ("Law Firm")) with respect to the Patent Rights. Nothing in this agreement shall prevent Amicus from establishing an attorney client relationship with Law Firm, except that nothing herein shall authorize or permit Law Firm to take any action for, or on behalf of Amicus that would be adverse to MSSM and/or involve a conflict of interest or a violation of the Code of Professional Responsibility. c. From and after the Effective Date, Law Firm will interact directly with Amicus on all patent prosecution and patent maintenance matters related to the Patent Rights. Amicus shall request that the Law Firm send to MSSM: i) Copies of any document pertaining to the ongoing prosecution of the Patent Rights received from the U.S. Patent and Trademark Office, within ten (10) business days after such receipt; and ii) Copies of any document to be submitted to the U.S. Patent and Trademark Office (or any other patent granting authority) in any such patents or applications, at least ten (10) business days prior to the date [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. on which such document is mailed to such patent office or granting authority and at least twenty (20) days prior to such mailing date for responses to Patent Office action for which the Patent and Trademark Office accords a response period of more than thirty (30) days. Amicus shall request that Law Firm, using their professional judgment, accept reasonable changes that MSSM communicates to such counsel if such request for changes are received by Amicus more than five (5) business days prior to the date on which such document is due at the patent granting authority. The time limits contained in this Section 8.c.ii shall not apply if the application of the time allowed herein would create an imminent bar to patentability. d. Prior to abandoning prosecution of any of the Patent Rights (or to abandoning any patent) covered by this Agreement, Amicus will: i) Notify MSSM of its intention to abandon such patent or application(s) at least twenty (20) days prior to the last date for taking action to preserve such patent or applications(s); ii) Permit Law Firm to continue prosecution and/or maintenance of such patent or application at MSSM's sole expense. e. Except as otherwise expressly provided herein, Amicus shall bear all costs and fees incurred during the term of this Agreement in connection with the PATENT RIGHTS in filing, maintenance, prosecution, protection and the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance like of the required foreign filing datesPatent Rights. LICENSEE Law Firm shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible invoice AMICUS directly for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees all work relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Patent Rights and shall provide copies of all invoices to or after MSSM. AMICUS will pay invoices directly to Law Firm and copy MSSM on each payment. f. If at any time during the EFFECTIVE DATE term of this Agreement AMICUS decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the Patent Rights, it shall give prompt written notice thereof to MSSM, and upon receipt of such notice AMICUS shall be released from its obligations to bear all of the responsibility of LICENSEEexpenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s). LICENSEE MSSM shall not be required free to reimburse the UNIVERSITY for any fees under this section that have been paid grant rights in and to the UNIVERSITY released patent or patent applications in such countries to third parties, without further notice or obligation to AMICUS, and AMICUS shall have no rights whatsoever to exploit the released patents or patent applications in such countries. g. Notwithstanding the foregoing, MSSM reserves the absolute right to countermand any instruction given by prior licensees Amicus to Law Firm with respect to the Patent Rights. h. Nothing herein contained shall be deemed to be a warranty by MSSM that the manufacture, use, or sale of any element of the Patent Rights or any other Licensed Product will not infringe any patent(s) of a third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. Payments pursuant to this Section 6.2 are not creditable against royaltiesALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has 8.1 LICENSOR shall be responsible for carrying out all of the following actions in the countries of the Territory which LICENSOR selects for patent coverage and in which LICENSEE requests LICENSOR to obtain patent coverage, unless LICENSOR declines to obtain such coverage, in which case LICENSEE, in the name of LICENSOR, may carry out one or shall apply for more of the following actions: 8.1.1 to seek or continue to seek or maintain patent protection in any country in the Territory on the Technology and seek prompt issuance of Product; 8.1.2 to file for, procure and maintain during the term of this Agreement the PATENT RIGHTS patents in any country in the United States Territory on the Technology and Product; and 8.1.3 to seek or continue to seek or maintain protection in such foreign countries as may be designated by LICENSEE the Territory of other proprietary rights relating to the Technology and Product. 8.2 If LICENSOR elects not to seek or continue to seek or maintain patent protection on the Technology or the Product in a written notice to UNIVERSITY within a reasonable time any country in advance of the required foreign filing dates. Territory, LICENSEE shall have the right, after receiving notice thereof from LICENSOR, to file, procure and maintain on behalf of LICENSOR, at LICENSEE’s expense, in such country or countries patents on the Technology or such Product. LICENSOR agrees to advise LICENSEE of all decisions taken related to patent protection in the Territory in a timely manner and to undertake any actions, make available any inventors and execute any documents necessary to file, procure and maintain on behalf of LICENSOR in such country or countries patents in the Territory on the Technology or Product. 8.3 Copies of all substantive communication to the patent offices in the Territory regarding applications or patents on the Technology sent or received by LICENSOR or LICENSEE, as the case may be, shall be provided to the other Party promptly after the sending or receipt thereof; and insofar as possible, copies of proposed substantive communications to such patent office shall be provided to such other Party in sufficient time before the due date in order to enable such other Party an opportunity to advise and cooperate comment on the content thereof. 8.4 Any action undertaken in connection with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered this Article 8 by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent carried out pursuant to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as instructions provided by the United States Patent and Trademark OfficeLICENSOR. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or And Maintenance: Licensor shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and reasonably cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEELicensee with respect to, and LICENSEE shall have keep Licensee fully informed regarding, the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred Supplier Link Patents. Licensor shall not make any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents without Licensee’s prior written consent, such consent not to be unreasonably withheld. If Licensor desires to cease prosecution of, or cease paying maintenance fees for, or otherwise not maintain any Supplier Link Patent, Licensor shall provide reasonable prior written notice to Licensee of such intention to cease maintenance (which notice shall, in any event, be given no later than forty-five (45) days prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY next deadline for any fees under this section action that may be taken with respect to such Supplier Link Patent with the applicable patent office), and Licensee shall have been paid the right, but not the obligation, to have assigned to it or its successor or designee, as directed by Licensee, such Supplier Link Patent to file and/or maintain such Supplier Link Patent in its own name or the name of any of its Affiliates (subject to a non-exclusive, worldwide, transferable, sublicensable (as set forth in the “Permitted Licensing and Sublicensing by Licensor” section, above) license grant-back to Licensor solely within the OWW Scope of Use. In such event, upon written notice from Licensee to Licensor, Licensor shall, and hereby does, perpetually and irrevocably assign all right, title and interest throughout the world in and to such Supplier Link Patent to Licensee or its successor or designee, including the right to ▇▇▇, counterclaim, and recover for past, present, and future infringement of such Supplier Link Patent, subject to any licenses or covenants not to ▇▇▇ any third party granted prior to the UNIVERSITY by prior licensees or Effective Date and any other third partylicenses or covenants not to ▇▇▇ granted following the Effective Date in accordance with this Schedule 6. Fees Licensor further agrees to execute all other documents and costs shall be paid take all further action reasonably requested by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant Licensee or its successor or designee for it to this Section 6.2 are not creditable against royaltiessecure and perfect its rights therein. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Representatives of Sano and BMS shall apply for discuss in which countries Patents should be filed, prosecuted and/or maintained. The Parties acknowledge and seek prompt issuance of agree that they intend to file, prosecute and maintain during Patents in all major commercial markets where viable patent protection is available (such countries shall be referred to as "Patent Countries"). If the term of this Agreement laws affecting patent protection or maintenance costs change in any Patent Country, the PATENT RIGHTS in Parties shall reassess the United States need to continue to file, prosecute and maintain Patents in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patentscountry. If UNIVERSITY decides the Parties determine to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, discontinue such filing, prosecution and maintenance of in any such patent application or patent. If LICENSEE country, such country shall no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSbe deemed a Patent Country. (b) Sano shall file, then LICENSEE shall provide written notice to UNIVERSITY, prosecute and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by maintain Patents in the United States Patent through patent counsel selected by Sano and Trademark Officereasonably acceptable to BMS, who shall consult with and keep BMS advised with respect thereto. 6.2 All fees (c) Unless and costs including attorneys’ fees relating until BMS elects to discontinue financial support of any Patent in any Patent Country and so advises Sano, the filing, prosecution and maintenance of all Patents in Patent Countries outside the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement United States shall be the responsibility of LICENSEE. LICENSEE done through BMS's patent management and affiliates system, who shall submit all proposed filings to Sano's U.S. patent counsel for its prior approval, which shall not be required unreasonably withheld. (d) Notwithstanding anything in this Section 9.1, BMS may, at its discretion, elect to reimburse discontinue financial support of any Patent in any Patent Country, provided, however, that prior to taking such action, BMS will notify Sano of its intention at least 90 days prior to the UNIVERSITY date on which any payment or action is due. In any Patent Country in which BMS has elected to discontinue its support of any Patent, Sano, upon receiving notice, may elect at its own expense to assume all financial responsibility for any fees the prosecution or maintenance of such Patent in such Patent Country. In such event, all rights to the Patent will be deemed to have expired with respect to such Patent Country upon Sano's receiving notice of BMS's decision. (e) All costs and expenses incurred under this section that have been paid Section 9.1 with respect to the UNIVERSITY by filing, prosecution and/or maintenance of Patents (i) prior licensees or any other third party. Fees to the Effective Date, and costs shall (ii) on and after the Effective Date in the United States will be paid by LICENSEE within thirty (30) days after receipt Sano. Absent an election not to support the filing, prosecution and/or maintenance of UNIVERSITY’S invoice therefore. Payments pursuant to a Patent in any Patent Country, all other costs and expenses incurred under this Section 6.2 9.1 with respect to the filing, prosecution and/or maintenance of Patents will be paid by BMS. Included in such costs and expenses are not creditable against royalties. 6.3 LICENSEE shall own any new all reasonable costs for the prosecution, issuance, and maintenance of such patent applicationapplications and patents issuing thereon, and any patent that issues therefromdivisional, continuation-in-part, reissue applications or new technology in patents, patents-in-addition, patents-of-revalidation or the SLE FIELD developed independently registrations of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologythe like.

Patent Prosecution. 6.1 UNIVERSITY has or 13.1 ▇▇▇▇ shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS apply for, seek prompt issuance of, and maintain ▇▇▇▇ Patents as set forth in Exhibit B. The other parties shall, upon reasonable request by ▇▇▇▇, cooperate with ▇▇▇▇ in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filingregistration, prosecution and maintenance of such the patent application or patent. If LICENSEE no longer wishes rights. 13.2 CMCC shall take reasonable actions to support maintain all of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time CMCC Patents during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All . ▇▇▇▇ shall reimburse CMCC for all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether CMCC Patents, as specified in Exhibit A hereto, incurred prior to or after the EFFECTIVE DATE date of this Agreement Agreement, unless any of those CMCC Patents have also been licensed to another Person for an Indication not covered by this Agreement, in which case, ▇▇▇▇ shall be reimburse CMCC for one-half of the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid costs relating to the UNIVERSITY by prior licensees or any other third partyfiling, prosecution and maintenance of such CMCC Patents. Fees CMCC shall provide to ▇▇▇▇ an itemized invoice of all such fees and costs costs, and ▇▇▇▇ shall be paid by LICENSEE pay to CMCC all amounts due under such invoice within thirty (30) business days after receipt of UNIVERSITY’S invoice thereforesuch invoice. 13.3 If CMCC elects to apply for and seek registration of any CMCC Patents in any particular jurisdiction, where that CMCC Patent is not registered as of the Effective Date, CMCC shall notify ▇▇▇▇ in writing of such intention immediately. Payments pursuant ▇▇▇▇ shall then have the option to reimburse CMCC for all fees and costs relating to the filing, prosecution and maintenance of that CMCC Patent in that jurisdiction, unless any of those patent rights are also licensed to a licensee which is not party to this Section 6.2 are Agreement for an Indication not creditable against royaltiescovered by this Agreement, in which case, ▇▇▇▇’ obligation, if it elects to exercise its option under this Article 13.3, shall be to reimburse CMCC for one-half of the costs relating to the filing, prosecution and maintenance of such CMCC Patent. CMCC shall be required to provide to ▇▇▇▇ an itemized invoice of all such fees and ▇▇▇▇ shall pay to CMCC all amounts due under said invoice within thirty (30) business days of the receipt of such invoice. If ▇▇▇▇ elects not to reimburse CMCC for the fees and costs for the filing, prosecution and maintenance of any CMCC Patent in a particular jurisdiction, CMCC shall be free to license the patent right in question to another party with respect to such jurisdiction and ▇▇▇▇ shall have no further rights with respect to that CMCC Patent in that jurisdiction. Upon request by ▇▇▇▇, and at ▇▇▇▇’ sole cost and expense, CMCC shall apply for and seek prompt registration of any CMCC Patent in any particular jurisdiction. 6.3 LICENSEE shall own 13.4 ▇▇▇▇ will cause its Marketing Partner to ▇▇▇▇ any new Products sold in the United States with all applicable United States patent applicationnumbers, and any Products sold in any other country shall be marked by the respective Marketing Partner in accordance with the patent laws and practices of that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologycountry.

Patent Prosecution. 6.1 UNIVERSITY has or shall 10.1. Licensor will apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in name of Licensor in the United States and in such the foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datescountries. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing filing, and maintenance of all Patent Rights, patents and applications will be the primary responsibility of Licensor; provided, however, Licensor will communicate to and provide information to Licensee on a regular basis as to the status of the applications. 10.2. Payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patent Rights in the United States of America and other countries will be the responsibility of Licensee whether such patentsfees and costs were incurred before or after the date of this Agreement. If UNIVERSITY decides Licensee acknowledges and agrees that the pre-Effective Date patent costs, which now total dollars and cents ($ ), will be due and payable upon the Effective Date of this Agreement. Licensee will reimburse Licensor for the post-Effective Date patent costs within thirty (30) days of being invoiced for such costs by Licensor. 10.3. Licensee will cooperate fully in the preparation, filing, prosecution and maintenance of Patent Rights and of all patents and patent applications licensed to abandon Licensee hereunder, executing all papers and instruments or requiring members of Licensee to execute such papers and instruments so as to enable Licensor to apply for, to prosecute and to maintain patent applications and patents in Licensor’s name in any country. Each Party will provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application applications or patentpatents. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSIn particular, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall Licensee must immediately notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE Licensor if Licensee or any of its sublicensees affiliate or sublicensee does not qualify as a “Small Entity” "small entity" as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to 10.4. In the event that Licensee determines that it will not support, for any reason, the filing, prosecution and and/or maintenance of any foreign or domestic patent application or patent on any invention relating to the PATENT RIGHTS whether Patent Rights licensed hereunder, it will notify Licensor of its decision no later than sixty (60) days prior to the due date of any pending patent office actions. Such notice will not relieve Licensee from the responsibility to reimburse Licensor for patent-related expenses incurred prior to or after the EFFECTIVE DATE expiration of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.the

Patent Prosecution. 6.1 UNIVERSITY has or AUBURN shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such the foreign countries as listed in Appendix A hereto. Appendix A may be designated amended by LICENSEE verbal agreement of both parties, such agreement to be confirmed in a written notice to UNIVERSITY writing within a reasonable time in advance ten (10) days. PATENT PROSECUTION shall be the primary responsibility of the required foreign filing dates. AUBURN; provided, however, LICENSEE shall have the opportunity reasonable opportunities to advise AUBURN and shall cooperate with UNIVERSITY AUBURN in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficePROSECUTION. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement PROSECUTION shall be the responsibility of LICENSEE. , whether such fees and costs were incurred before or after the date of this Agreement. 6.3 In the event LICENSEE elects not to support the filing of a patent application under the PATENT RIGHTS or decides to discontinue support of PATENT PROSECUTION of any such application or part thereof or maintenance of any patent issued thereon, or if LICENSEE elects not to continue to pay the patent expenses under the PATENT RIGHTS, in any country, LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within give AUBURN thirty (30) days after receipt of UNIVERSITY’S invoice thereforeadvance written notification. Payments pursuant AUBURN may at its own expense file, prosecute, and/or maintain any such patent application or patent, as the case may be, in such country, and LICENSEE shall thereafter have no rights under this Agreement to this Section 6.2 are not creditable against royaltiesany such patent application or patent. 6.3 6.4 [In case of technologies that require certain regulatory approvals in human or animal health] AUBURN and LICENSEE agree that the term of patents under the PATENT RIGHTS shall own any new be extended by all means provided by law or regulation, including without limitation extensions provided under United States law at 35 U.S.C. §§154(b) and 156 or under equivalent legislation throughout the world including supplementary protection certificates in the EU. The Parties hereby agree to provide each other and patent applicationcounsel with all necessary assistance in securing such extensions, including without limitation, providing all information regarding applications for regulatory approval, approvals granted, and any patent the timing of same. LICENSEE acknowledges that issues therefrom, or new technology in the SLE FIELD developed independently extensions under 35 U.S.C. §156 must be applied for within sixty (60) days of the UNIVERSITY and UNIVERSITY employees and shall not owe date that a LICENSED PRODUCT receives permission under the UNIVERSITY provision of law under which the applicable regulatory review period occurred for commercial marketing or use. LICENSEE warrants that it will promptly provide the necessary information or assistance to AUBURN to timely pursue any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyextensions.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the full right and authority to, and shall use commercially reasonable efforts to, prepare, file, prosecute and maintain all Licensed Patent Rights in the Field in the Territory (which Licensed Patent Rights shall, for greater certainty, be the sole and exclusive property of Licensor), in consultation with Licensor, using counsel of its choice reasonably acceptable to Licensor. To the extent practicable, Licensee shall provide Licensor with drafts of substantive prosecution papers to be submitted to patent offices in the Territory (with reasonable advance notice, so that Licensor may have an opportunity to advise comment in a timely fashion), and Licensee shall give suggestions from Licensor reasonable consideration (but without any obligation to incorporate or accept such suggestions). Licensee shall provide Licensor with copies of all substantive prosecution papers submitted to or received from patent offices in the Territory, including patent applications and amendments thereto, relating to the Licensed Patent Rights. Licensor shall cooperate with UNIVERSITY and assist Licensee in the prosecution, filing and maintenance of connection with such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of Licensed Patent Rights, at no charge to Licensee for the time of Licensor's employees; provided that Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses incurred in connection therewith. Licensee shall not abandon or discontinue prosecution of any patent application or patent within the Licensed Patent Rights without giving Licensor at least ninety (90) days' written notice prior to any applicable deadline; provided, however, Licensee may take ministerial and non-material procedural actions regarding the Licensed Patent Rights without providing prior written notice to Licensor. If Licensee provides such notice, Licensor may continue prosecution and/or maintenance of such abandoned or discontinued patent application or patent within the Licensed Patent Rights at its sole discretion and expense, and such thereafter such patent application or patent. If LICENSEE patent within the Licensed Patent Rights shall no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology included in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyLicensed Patent Rights hereunder.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance 6.1. University will keep Licensee fully informed of the required foreign filing datesprosecution of Patent Rights, will seek Licensee’s comments and suggestions prior to taking material actions for the same, and will take all prosecution actions reasonably recommended by Licensee which would expand the scope of rights sought. LICENSEE However, University is the owner of the Patent Rights listed in Section 1 of the Agreement, and shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of exclusive responsibility for the preparation, filing, prosecution and maintenance of such the Patent Rights, including choice of patent application or patentcounsel. If LICENSEE no longer wishes to support the prosecution or maintenance Licensee will cover all of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, University’s reasonable past and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States future Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Costs within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesinvoices for Patent Costs from University. 6.3 LICENSEE 6.2. If Licensee does not agree to pay in full any costs which are necessary to the protection of certain rights at issue, University shall have the right to (i) abandon some or all of such rights at University’s sole discretion or (ii) incur those costs at its own expense (Returned Rights). In either case, such Returned Rights will thereafter be excluded from the licenses granted hereunder and University shall be free to license such Returned Rights to third parties without any new patent applicationfurther obligation to Licensee. Specifically, Licensee agrees to grant to University a non-exclusive royalty-free license, limited to the extent necessary to practice the Returned Rights, to any other patents exclusively licensed to Licensee by University which may be necessary for University to license third parties under these Returned Rights. Further, Licensee agrees to pay University an Administrative Fee, set forth in Section 1 of the Agreement, each time the Patent Rights are amended to reflect such forfeiture of rights. 6.3. Each party agrees to (i) reasonably cooperate with the other party and its designee(s) in the preparation, filing, prosecution, and maintenance of Patent Rights in accordance with this Article 6; (ii) deliver to the other party or its designee such records, data or other documents reasonably necessary for the other party to prepare, file, prosecute, maintain and enforce any Patent Rights as contemplated in this Agreement; (iii) execute, when requested, any other documents reasonably deemed necessary by the other party in connection with such activities; and (iv) take or cause to be taken all such other actions, as the other party may reasonably deem necessary or desirable in order for it to obtain the full benefits of this Agreement and the transactions contemplated hereby. As used in this Article 6, “prosecution and maintenance” shall be deemed to include the conduct of interferences or oppositions, requests for reexamination, and reissue or extension. 6.4. In addition to the United States, patent that issues therefrom, or new technology protection for the Patent Rights shall be pursued in the SLE FIELD developed independently foreign countries so identified in Section 1 of the UNIVERSITY and UNIVERSITY employees and shall not owe Agreement as mutually agreed to by the UNIVERSITY any fee or royalty under section 4 relating to such a new patent applicationparties, and any patent that issues therefrom, or new technologyin such additional foreign countries as the parties may identify in sufficient time to reasonably enable the preparation of such additional filings.

Patent Prosecution. 6.1 UNIVERSITY UCSF and UFRF entered into a patent management agreement on July 5, 2019, (“Patent Management Agreement”) for the management of matters related to the jointly owned Invention and Patent Rights thereto. Licensee has read and understood the Patent Management Agreement, which is attached in Appendix A. In the event, Licensee wants to change the patent strategy or patent scope or patent claims, Licensee agrees to be transparent in their communication and promptly discuss with The Regents any such strategy. If aforementioned change in strategy by Licensee may result in change in inventor-ship of Patent Rights as per patent law, then Licensee shall apply bring this to The Regents attention immediately. Licensee is committed to engaging in good faith patent strategies and shall diligently work with The Regents for and seek prompt issuance of the same. As long as the Licensee has paid patent costs as provided for in this Article 18, The Regents shall diligently endeavor to prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and foreign patents comprising Regents’ Patent Rights using counsel of its choice. The Regents will provide the Licensee with copies of all relevant documentation so that the Licensee will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response, provided, however, that if the Licensee has not commented upon such foreign countries as may be designated by LICENSEE documentation in a written notice to UNIVERSITY within a reasonable time in advance for The Regents to sufficiently consider the Licensee’s comments prior to a deadline with the relevant government patent office, or The Regents must act to preserve the Patent Rights, The Regents will be free to respond without consideration of the required foreign filing datesLicensee’s comments, if any. LICENSEE The Licensee agrees to keep this documentation confidential. The Regents’ counsel will take instructions only from The Regents, and all patents and patent applications under this Agreement will be assigned solely to The Regents. The Regents shall have the opportunity use all reasonable efforts to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of amend any patent or patent application covered to include claims reasonably requested by the PATENT RIGHTS, then UNIVERSITY shall provide written notice Licensee to LICENSEE, and LICENSEE shall have protect the right at its sole expense products contemplated to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of sold under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required and to reimburse the UNIVERSITY file and prosecute patents in foreign countries indicated by and paid for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesLicensee. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or LICENSOR shall apply for and seek prompt issuance of diligently prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States with legal counsel of its choice, after consultation with LICENSEE. LICENSOR shall provide LICENSEE with copies of all relevant documentation and in such foreign countries as may be designated by keep LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance informed and apprized of the required foreign filing datescontinuing prosecution. LICENSEE shall have the opportunity to advise keep any such documentation and cooperate with UNIVERSITY information confidential. 6.2 LICENSEE shall reimburse LICENSOR for all costs and legal fees incurred by LICENSOR in the prosecutionpreparation, filing prosecution and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEincluding without limitation, and any taxes on such patent rights, however, LICENSEE shall have the right to: a. to receive copies of all patent correspondence; b. to solicit, review and approve estimates and final ▇▇▇▇▇▇▇▇ from said patent attorneys for the above listed services; c. to review and provide comment on all correspondence from and all applications and draft responses to the patent office; d. to select the foreign countries in which patent applications shall be filed, prosecuted, and maintained, provided, however, that LICENSOR, at its sole expense own cost and expense, shall have the right to assume control of file, prosecute, maintain, and license patent applications/patents in a foreign country or countries in which LICENSEE does not elect to file; e. to elect whether and when to file divisionals, continuations, and continuations-in-part provided, however, that LICENSOR, at its own cost and expense, shall have the preparationright to file, filingprosecute, prosecution maintain, and maintenance of such patent application or patent. If license said divisionals, continuations, and continuations-in-part if LICENSEE no longer wishes does not elect to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSfile said divisionals, then continuations, and/or continuations-in-part, in which case LICENSEE shall provide written notice have no license rights or otherwise to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officethose patents. 6.2 All 6.3 Except at otherwise provided herein, payment of all fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE, whether such fees and costs were incurred before or after the EFFECTIVE DATE. LICENSEE shall not be required to reimburse the UNIVERSITY for any pay such fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE to LICENSOR within thirty (30) days after receipt of UNIVERSITYinvoicing; late payments shall accrue interest and shall be subject to Paragraph 5.6. 6.4 In the event the PATENT RIGHTS are licensed to an independent third party for a different field of use, LICENSEE’S invoice therefore. Payments pursuant to will subsequently be responsible only for its pro-rata share of patent prosecution expenses as described in this Section 6.2 are not creditable against royalties. 6.3 6. For example, if the total number of Licensees for PATENT RIGHTS is two, LICENSEE shall own any new be obligated to pay 1/2 of all patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyexpenses.

Patent Prosecution. 6.1 UNIVERSITY has or A. Licensee shall apply be responsible for applying for, seeking issuance of, and seek prompt issuance of and maintain maintaining during the term of this Agreement Term the PATENT RIGHTS Patent Rights set forth in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesAppendix 1. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of Licensee, except that CMCC shall have reasonable opportunities to abandon review and advise Licensee, Including with respect to the preparationnarrowing of claims that affect CMCC’s ownership interest, filing, prosecution prior to any response or maintenance of action submitted to any patent office. However, Licensee shall not narrow claims that affect CMCC’s ownership interest without the prior written consent of CMCC, which consent shall not be unreasonably withheld, conditioned or patent application covered by the PATENT RIGHTS, then UNIVERSITY delayed (it being understood that CMCC may reasonably condition its consent). CMCC shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of reasonably cooperate with Licensee in the preparation, filing, prosecution and maintenance of such the Patent Rights. Licensee shall instruct its counsel to copy CMCC on all patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any and patent or patent application covered by the PATENT RIGHTS, then LICENSEE related correspondence. B. Licensee shall provide written notice to UNIVERSITYbe responsible for, and LICENSEE shall not be responsible bear all costs and expenses for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights. If Licensee elects for such Patent Rights: (i) to no longer pay the expenses of a patent application or patent in a given portion of the Territory, or (ii) decides to no longer pursue, maintain or retain a particular Patent Right in a given portion of the Territory, (each of (i) and (ii), a “Dropped Patent Right”) Licensee shall notify CMCC in writing not less than sixty (60) days prior to such action and shall thereby surrender its exclusive rights under such Dropped Patent Right. Such notice shall not relieve Licensee from responsibility to pay for Dropped Patent Right related expenses incurred prior to the expiration of the sixty (60) day notice period (or after such longer period specified in Licensee’s notice). CMCC shall have the EFFECTIVE DATE right to assume the filing, prosecution and/or maintenance of such Dropped Patent Right at CMCC’s expense, and with respect to jointly owned rights, in the names of both CMCC and Licensee, and Licensee’s license under this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent applicationDropped Patent Right will immediately cease. At CMCC’s request, Licensee will discuss with CMCC entering into an agreement regarding any such Dropped Patent Right (which could include assignment of Licensee’s interest in such Dropped Patent Right to CMCC for present and future payments to Licensee), but neither Party is hereby obligated to enter into any patent that issues therefrom, or new technologysuch agreement.

Patent Prosecution. 6.1 UNIVERSITY has or shall (a) Except as expressly set forth in Section 6.01(b), DUKE shall, at its sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain the DUKE PATENT RIGHTS during the term of this Agreement AGREEMENT. DUKE will use reasonable commercial efforts to file, prosecute and maintain the DUKE PATENT RIGHTS. DUKE shall notify COMPANY in writing prior to filing any patent application within the DUKE PATENT RIGHTS in DUKE will keep COMPANY advised as to all developments with respect to, and will promptly deliver to COMPANY (or cause DUKE’s patent counsel promptly to deliver to COMPANY) all official documents and correspondence relating to the United States prosecution of, the DUKE PATENT APPLICATIONS, and/or applicable or related continuation, continuation-in-part and in reissue application(s) within the DUKE PATENT RIGHTS and respecting the maintenance and validity of all DUKE PATENTS issued or issuing with respect thereto COMPANY will have (i) the right to review DUKE PATENT APPLICATIONS and to make recommendations regarding the prosecution of such foreign countries DUKE PATENT APPLICATIONS, (ii) the right to receive such DUKE PATENT APPLICATIONS and related official documentations at such time as to allow a reasonable period for review thereof prior to any applicable deadline for filing or responding, and (iii) the right to request amendments of any such DUKE PATENT APPLICATION to include claims or arguments as may be designated appropriate for obtaining a patent claiming commercially relevant inventions. DUKE shall comply with all reasonable recommendations provided by LICENSEE in a written notice COMPANY with respect to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing prosecution and maintenance of patent applications and patents within the DUKE PATENT RIGHTS. Upon request by DUKE and/or its agents, COMPANY shall promptly inform DUKE in writing which non-U.S. countries, if any, in which COMPANY desires patent protection and DUKE PATENT RIGHTS shall reflect such patentsdesignations provided that COMPANY bears the associated costs as set forth in Section 6.02(a). If UNIVERSITY decides DUKE may elect to abandon seek patent protection in countries not so designated by COMPANY, in which case DUKE shall notify COMPANY in writing of such election, and from the preparationdate of such filing of such DUKE PATENT APPLICATION by DUKE in such undesignated countries, filingsuch DUKE PATENT APPLICATIONS and resulting DUKE PATENTS shall not be considered DUKE PATENTS RIGHTS (and/or DUKE PATENT APPLICATIONS and/or DUKE PATENTS as the case may be) in such countries and COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS in such countries Accordingly, DUKE shall be free to license such DUKE PATENTS and DUKE PATENT APPLICATIONS to THIRD PARTIES or otherwise dispose of such DUKE PATENTS and DUKE PATENT APPLICATIONS as it deems appropriate. It is understood and agreed that all final decisions with respect to prosecution or and maintenance of any patent or patent application covered by the DUKE PATENT RIGHTS, then UNIVERSITY shall provide written notice RIGHTS pursuant to LICENSEE, and LICENSEE this Section 6.01(a) are reserved to DUKE. (b) COMPANY shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support primary responsibility for all activities associated with the prosecution or maintenance of any patent or patent application covered by the DUKE PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time RIGHTS during the term of this AgreementAGREEMENT, LICENSEE or any provided that it first provides DUKE with written notice of its sublicensees desire to assume such responsibilities and obtains DUKE’s written approval of the legal counsel that COMPANY shall retain for such purposes, such approval not to be unreasonably withheld or delayed (It is acknowledged that DUKE does not qualify hereby give approval to COMPANYs choice of ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Esquire of King & Spalding LLP in Atlanta to serve as a “Small Entity” as provided by legal counsel for the United States Patent purposes of this Section 601(b)) DUKE acknowledges and Trademark Office. 6.2 All fees agrees that COMPANY has previously assumed, pursuant to the appertaining provisions of the OPTION AGREEMENT, primary responsibility for all activities associated with the prosecution and costs including attorneys’ fees relating maintenance of DUKE PATENT RIGHTS and intends to retain such responsibility during the term of this AGREEMENT. It is understood and agreed that DUKE shall provide COMPANY reasonable assistance with respect to the filing, prosecution, and maintenance of DUKE PATENT RIGHTS, including, but not limited to execution of documents relating to ownership of DUKE PATENT RIGHTS. It is further understood and agreement that COMPANY shall keep DUKE advised as to the status of the DUKE PATENT RIGHTS and COMPANY’s designated patent attorneys will provide DUKE, in a timely manner, with copies of all official documents and correspondence relating to the prosecution, maintenance, and validity of the appertaining DUKE PATENT RIGHTS. COMPANY shall consult with DUKE in such prosecution and maintenance, shall diligently seek advice of DUKE on all matters pertaining to the DUKE PATENT RIGHTS, shall diligently seek appropriate claims under the DUKE PATENT RIGHTS, and shall not abandon prosecution of any DUKE PATENT RIGHTS without first notifying DUKE in a timely manner of COMPANY’s intention and reason therefor, and providing DUKE with reasonable opportunity to assume responsibility for prosecution and maintenance of the appertaining DUKE PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement (which thereafter shall be subject to the responsibility provisions of LICENSEESection 6.02(b) as regards status as DUKE PATENT RIGHTS and LICENSED PRODUCTS and LICENSED SERVICES and COMPANY’s rights therein) Notwithstanding the foregoing or anything to the contrary in this AGREEMENT, it is understood and agreed all final decisions with respect to the prosecution and maintenance of the DUKE PATENT RIGHTS by COMPANY pursuant to this Section 601(b) shall be made by COMPANY, subject to the approval of DUKE, such approval not to be unreasonably withheld or delayed. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees COMPANY’s obligations under this section that have been paid Section 6.01(b) shall include, without limitation, an obligation to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within inform DUKE in a timely manner (no less than thirty (30) days after receipt prior to the appertaining filing deadlines) that COMPANY will not pursue patents in any non-US country so that DUKE may pursue such patents if it so desires in which case, from the date of UNIVERSITY’S invoice therefore. Payments pursuant such filing of such DUKE PATENT APPLICATIONS by DUKE, such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS shall not be considered DUKE PATENT RIGHTS (and/or DUKE PATENT APPLICATIONS and/or DUKE PATENTS, as the case may be) in such non-U.S. country and COMPANY shall be deemed to have forfeited all rights under this AGREEMENT to such DUKE PATENT APPLICATIONS and resulting DUKE PATENTS in such non-US country Accordingly, DUKE shall be free to license such DUKE PATENTS and DUKE PATENT APPLICATIONS to THIRD PARTIES or otherwise dispose of such DUKE PATENTS and DUKE PATENT APPLICATIONS as it deems appropriate For avoidance of doubt, it is understood that COMPANY shall assume direct and full responsibility for payment of DUKE PATENT RIGHTS EXPENSES it incurs as a result of its assumption of responsibility for prosecution of DUKE PATENT RIGHTS under this Section 6.2 are not creditable against royalties6.01(b). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or A. SRI shall apply for and seek prompt issuance of file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance all of the required foreign filing dates. LICENSEE Patent that are the property of SRI. B. Eurobiotech shall have bear all patenting expenses related to the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent all Patent and Improvement licensed hereunder in whole or patent application covered by in part. C. SRI shall furnish Eurobiotech with copies of all allowed claims when such claims are allowed in the PATENT RIGHTS, then UNIVERSITY Field and in the Territory for all Patent and Improvement licensed hereunder. D. SRI shall provide written notice Eurobiotech with draft copies of all correspondence and filings and related prosecution documents on the Patent and Improvement licensed hereunder and Eurobiotech shall promptly provide comments, if any, to LICENSEESRI. SRI shall confer with Eurobiotech, and LICENSEE make reasonable efforts to adopt Eurobiotech's suggestions regarding prosecution tactics and strategy. Notwithstanding the foregoing, SRI shall have the right at to take such actions as are reasonably necessary, in its sole expense good faith judgement, to assume control of preserve all rights under the preparationPatent and Improvement throughout the Territory. As soon as practical, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date filing of receipt by UNIVERSITY any prosecution document, SRI shall provide Eurobiotech with a copy of such written notice document. In addition, SRI shall copy Eurobiotech with any official office action and SRI responses and submissions. Eurobiotech shall bear the expenses of the activities noted in this Article 14.E. E. SRI will inform Eurobiotech at least sixty (60) days prior to any decision having as a result the failure to file, or the abandonment of Patent applications or failure to maintain a Patent, Patents and Improvements licensed hereunder so that Eurobiotech may take over and maintain such Patent and Improvements in force. F. Provided that SRI has been informed by LICENSEE; Eurobiotech at least sixty (60) days in advance, in the event that Eurobiotech decides not to pay patenting expenses in any jurisdiction, SRI may elect to maintain such returned patent Patent and Improvements in force and terminate Eurobiotech's licenses granted as for the jurisdiction in which Eurobiotech abandoned or patent application failed to file or maintain such Patent rights. Notwithstanding the foregoing, Eurobiotech shall be excluded from obligated to pay patenting expenses within the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeEuropean Community. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and 7.1 Subject to Paragraph 7.3, NYBC will maintain the PATENT RIGHTS during the term of this Agreement LICENSE AGREEMENT. All documents relating to the PATENT RIGHTS in will be forwarded to TRIMERIS within ten (10) business days of receipt by NYBC or its patent counsel, whichever is earlier. NYBC will take no action with respect to the United States PATENT RIGHTS without providing TRIMERIS a timely opportunity to review and in comment upon such foreign countries as may be designated by LICENSEE in a written notice action. NYBC will use its best efforts to UNIVERSITY within a reasonable time in advance ensure that all actions taken with respect to any of the required foreign filing dates. LICENSEE shall have PATENT RIGHTS address the opportunity commercial and business needs of TRIMERIS, as communicated by TRIMERIS hereunder. 7.2 Within fifteen (15) business days after the receipt of an itemized ▇▇▇▇, TRIMERIS will reimburse NYBC for fifty percent (50%) of all reasonable and ordinary fees and costs related to advise and cooperate with UNIVERSITY in the filing, prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice which were incurred prior to LICENSEEthe EFFECTIVE DATE, and LICENSEE shall have the right at its sole expense remaining fifty percent (50%) to assume control be paid within six months of the preparationEFFECTIVE DATE. 7.3 Within thirty (30) days of receipt of an invoice, TRIMERIS will reimburse NYBC for all reasonable and ordinary fees and costs relating to the filing, prosecution prosecution, and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that which are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned EFFECTIVE DATE. 7.4 TRIMERIS will have the sole right to decide whether to file, prosecute, and/or maintain any patent application or patent application shall be excluded from contained in the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifShould TRIMERIS decide not to file, at prosecute, and/or maintain any time during patent application or patent contained in the term of this AgreementPatent Rights, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filingTRIMERIS, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within no later than thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant prior to the applicable filing or other deadline, will provide written notice to NYBC to this Section 6.2 are effect, which then shall have the right, but not creditable against royaltiesthe obligation to file, prosecute and/or maintain the patent application or patent at its own expense. TRIMERIS will have no further rights in any such patent application and/or patent. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 LICENSEE shall apply be responsible for all past, present and seek prompt issuance future costs of filing, prosecution and maintain during the term maintenance of this Agreement the PATENT RIGHTS in the any and all United States and foreign patent applications and patents contained in the PATENT RIGHTS. All undisputed expenses relating to such patent prosecution shall be due and payable within thirty (30) days of receipt of invoice from LICENSOR for such expenses. Any and all such United States and foreign patent applications, and resulting issued patents, shall remain the property of the LICENSOR unless LICENSEE has an ownership interest or acquires an ownership interest in such foreign countries as may applications and patents. 7.2 The costs described in Article 7.1 shall include, but are not limited to, any past, present and future taxes, government fees, patent attorney fees, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be designated made by reimbursement to the LICENSOR. 7.3 All new and existing patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by patent counsel selected by LICENSEE in a written notice and which is reasonably acceptable to UNIVERSITY within a reasonable time in advance of the required foreign filing datesLICENSOR. LICENSEE shall have be responsible for directing prosecution. With respect to any LICENSED PATENTS, LICENSEE and patent counsel shall: (a) consult with the opportunity LICENSOR and keep the LICENSOR fully informed of the progress of all patent applications and patents, including all issues relating to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such PATENTRIGHTS; (b) consult with the LICENSOR and keep the LICENSOR fully informed about LICENSEE’s patent application or patent. If LICENSEE no longer wishes strategy with respect to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall ; (c) provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date LICENSOR advance copies of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdocuments relevant to preparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior sufficiently in advance of filing to or after allow the EFFECTIVE DATE LICENSOR a reasonable opportunity to review and comment on such documents; and (d) provide the LICENSOR with final copies of this Agreement shall be such documents. LICENSEE agrees to use COMMERCIALLY REASONABLE EFFORTS to obtain broad and strong patent protection in the responsibility best interest of the LICENSOR and LICENSEE. LICENSEE shall will not be required to reimburse the UNIVERSITY for finally abandon any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and or make decisions that would have a material impact on the nature or scope of any patent that issues therefromclaims without the LICENSOR’ consent. 7.4 LICENSEE shall apply, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall require SUBLICENSEES to apply, the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not owe limited to, the UNIVERSITY any fee or royalty under section 4 relating to such a new applicable patent application, and any patent laws of that issues therefrom, or new technologycountry.

Patent Prosecution. 6.1 UNIVERSITY has or 14.1 MSK shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon control the preparation, filing, and prosecution or of all patent applications and the maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice all patents related to LICENSEE, MSK Inventions and LICENSEE Joint Inventions. MSK shall have the exclusive right at but not the obligation to prepare, file, prosecute and maintain any such patent applications and patents. If Company elects to exercise any of its sole expense options in Section 13.1, it may, within the Option Period, request MSK to assume control file and prosecute any patent application, U.S. or foreign, on the MSK Inventions or Joint Inventions described in the Disclosure related to the exercised option. 14.2 If Company elects to exercise any of its options in Section 13.1, Company shall bear all costs incurred in connection with the preparation, filing, prosecution and maintenance of such patent application U.S. and foreign applications directed to said MSK Invention or patent. If LICENSEE no longer wishes to support Joint Invention and the prosecution or maintenance cost of any patent activities investigating patentability, whether or patent application covered not the applications have been requested by the PATENT RIGHTS, then LICENSEE Company or initated by MSK. MSK shall keep Company advised as to all developments with regard to said application(s) and shall promptly provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date Company copies of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to all documents received and/or filed in connection with the filing, prosecution and or maintenance of the PATENT RIGHTS whether incurred prior thereof in reasonable time, subject to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesstatutory deadlines. 6.3 LICENSEE shall 14.3 Company may elect to discontinue its financial support of such prosecution and/or maintenance, provided Company notifies MSK in writing of such decision to discontinue reasonably in advance of MSK’s need to respond to any statutory deadlines. MSK may, at its discretion, proceed with such prosecution and/or maintenance at its own cost and expense. 14.4 If Company elects to discontinue the financial support of such prosecution and/or maintenance, Company thereby waives and gives up any new patent application, and any patent that issues therefrom, or new technology right it may have in the SLE FIELD developed independently related MSK Inventions and Joint Inventions it licensed through the exercise of its options in Section 13.1. With regard to a Joint Invention, should the UNIVERSITY Company subsequently use, license or sublicense any Joint Invention for economic gain, shall reimburse all fees and UNIVERSITY employees and shall not owe expenses incurred by MSK in connection with the UNIVERSITY any fee patent or royalty under section 4 relating other intellectual property protection which applies to such a new patent applicationuse, and any patent that issues therefrom, license or new technology.sublicense..

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any ·time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All Licensee shall be responsible for all fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights associated with US provisional [***] and PCT application [***]. Licensee shall be responsible for [***] of all fees and costs, including attorneys’ fees, relating to the PATENT RIGHTS filing, prosecution, maintenance, and post grant proceedings relating to the Patent Rights associated with provisional application [***], PCT application [***], and US Application [***], whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required to reimburse the UNIVERSITY for any Such fees under this section that have been paid and costs incurred by University prior to the UNIVERSITY by prior licensees or any other third party. Fees Effective Date in the amount of $[***] (“Pre-agreement Expenses”) are due on the Effective Date and costs shall be paid by LICENSEE Licensee to University as follows: $[***] due within thirty (30) days [***] of the Effective Date: and thereafter $[***] due every [***] for a total of [***] equal payments Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by Licensee within [***] after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights associated with US provisional [***] and PCT application [***]. Licensee shall be liable to University for [***]% of all University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights associated with provisional application [***], PCT application [***], and US Application [***]. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall royalties or any other payment due to University under this Agreement. If Licensee does not agree to bear the expense of filing patent applications in any country in which University wishes to obtain patent protection, then University may file and prosecutes applications at its own any new patent application, expense and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and license granted hereunder shall not owe the UNIVERSITY any fee or royalty under section 4 relating to exclude such a new patent application, and any patent that issues therefrom, or new technologycountries.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for 6.1. Mircod shall, at its own cost and seek prompt issuance expense, in consultation with ORGS, administer and control all patent activities (including the filing, recording, prosecution and/or maintenance of patent applications and maintain during patents) with respect to the term Mircod Background Patents, subject to the provisions of this Agreement the PATENT RIGHTS in the United States Section 6 below. 6.2. Mircod shall deliver to ORGS, within a reasonable time, copies of all: (i) draft and in final patent office filings and other submissions with respect to Mircod Background Patents; and (ii) correspondence between Mircod or Mircod's patent counsel and any competent authority (where such foreign countries as Mircod Background Patents may be designated filed, maintained or made) relating to the prosecution and/or maintenance of such Mircod Background Patents, and provide ORGS with a reasonable opportunity to review and discuss with Mircod prosecution strategy and to consult with Mircod on the content of patent filings with respect to such Mircod Background Patents. At least sixty (60) days prior to any date prescribed by LICENSEE in a the relevant patent office or by applicable law for the taking of action with respect to the prosecution and/or maintenance of such Mircod Background Patents, Mircod or its patent counsel shall provide written notice to UNIVERSITY within a reasonable time in advance of ORGS of: (a) such date; (b) whether or not Mircod intends to take such action; and (c) if so, what action Mircod intends to take. Mircod hereby agrees to irrevocably instruct its patent counsel to comply with the required foreign filing datespreceding sentence. LICENSEE shall have In the opportunity event Mircod declines to advise and cooperate with UNIVERSITY in pursue the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any such Mircod Background Patent, Mircod shall provide reasonable prior written notice to ORGS of its intention to cease such pursuit (which notice shall, in any event, be given no later than 60 (sixty) days prior to the next deadline for any action that may be taken with respect to such Mircod Background Patent with the applicable patent office), and ORGS may, at its own expense, control and administer the filing, prosecution, or maintenance of such Mircod Background Patent. 6.3. ORGS shall, at its own cost and expense, in consultation with Mircod, administer and control all patent application covered activities (including the filing, recording, prosecution and/or maintenance of patent applications and patents) with respect to the Resulting Patents, subject to the provisions of this Section 6 below. 6.4. ORGS shall deliver to Mircod, within a reasonable time, copies of all: (i) draft and final patent office filings and other submissions with respect to Resulting Patents; and (ii) correspondence between ORGS or ORGS' patent counsel and any competent authority (where such Resulting Patents may be filed, maintained or made) relating to the prosecution and/or maintenance of such Resulting Patents, and provide Mircod with a reasonable opportunity to review and discuss with ORGS prosecution strategy and to consult with ORGS on the content of patent filings with respect to such Resulting Patents. At least sixty (60) days prior to any date prescribed by the PATENT RIGHTSrelevant patent office or by applicable law for the taking of action with respect to the prosecution and/or maintenance of such Resulting Patents, then UNIVERSITY ORGS or its patent counsel shall provide written notice to LICENSEEMircod of: (a) such date; (b) whether or not ORGS intends to take such action; and (c) if so, and LICENSEE shall have what action ORGS intends to take. ORGS hereby agrees to irrevocably instruct its patent counsel to comply with the right at its sole expense preceding sentence. In the event ORGS declines to assume control of pursue the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSsuch Resulting Patent, then LICENSEE Mircod shall provide reasonable prior written notice to UNIVERSITYMircod of its intention to cease such pursuit (which notice shall, in any event, be given no later than 60 (sixty) days prior to the next deadline for any action that may be taken with respect to such Resulting Patent with the applicable patent office), and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifMircod may, at any time during the term of this Agreementits own expense, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent control and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to administer the filing, prosecution and prosecution, or maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEsuch Resulting Patent. 6.5. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section Mircod warrants that have been paid to the UNIVERSITY by prior licensees or best of its knowledge, the exploitation of the Mircod Background Technology and/or Mircod Background Patents will not infringe on and/or misappropriate the rights of any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall LICENSEE shall, in the name of the University of Florida, apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in foreign countries. The prosecution, filing and maintenance of all Patent Rights patents and applications shall be the primary responsibility of LICENSEE. LICENSEE shall seek patent extension for patents licensed under the Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE LICENSEE, under such applicable laws and regulations throughout such countries, where such patent extension rights are available currently or are available in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesfuture. LICENSEE shall have keep University advised as to all developments with respect to the opportunity Patent Rights and shall supply to University copies of all correspondence and papers received in connection therewith within ten (10) business days of receipt or filing thereof. As required by law, LICENSEE must provide all correspondence to and advise and cooperate UFRFI in a timely manner in order to permit UFRFI to comment on all actions before they are taken by LICENSEE's patent counsel. All final decisions with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides respect to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationPatent Rights are reserved to UFRFI, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered as required by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officelaw. 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution prosecution, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Patent Rights shall be the responsibility of LICENSEE. 6.3 If LICENSEE directs that a patent application be filed on University Inventions, LICENSEE shall promptly prepare, file and prosecute a patent application or applications in the University's name, and/or any pertinent continuation, continuation-in-part and/or reissue application(s) thereof in the United States directed to such University Inventions. University shall thereafter assign all such University Inventions to UFRFI. LICENSEE shall bear all expenses incurred in connection with such preparation, filing and prosecution of U.S. and foreign patent application(s) and patents directed to University Inventions. UFRFI shall cooperate with LICENSEE to assure that such application or applications, and any such continuation, continuation-in-part and/or reissue application(s) thereof will cover, to the best of UFRFI's knowledge, all items of commercial interest and importance. LICENSEE shall keep UFRFI advised as to all developments with respect to such application or applications, and/or continuation, continuation-in-part and reissue application(s) and shall supply to UFRFI copies of all papers received within ten (10) business days of receipt and in sufficient time for UFRFI to comment thereon. UFRFI shall have the right to advise and cooperate with LICENSEE in such prosecution, and such advice shall not be required rejected unreasonably. All final decisions with respect to reimburse the UNIVERSITY for any fees under this section that have been paid prosecution of said application(s), and said continuation, continuation-in-part and reissue applications, and selection of patent counsel are reserved to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by UFRFI. 6.4 If LICENSEE within thirty (30elects not to exercise its option(s) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE Agreement, or decides to discontinue the financial support of the prosecution or maintenance of the protection of the Patent Rights in the United States and in foreign countries, or is grossly negligent in its prosecution or maintenance of the protection thereof, UFRFI shall own be free to file or continue prosecution or maintain any new patent applicationsuch application(s), and to maintain any patent that issues therefrom, or new technology protection issuing thereon in the SLE FIELD developed independently of the UNIVERSITY U.S. and UNIVERSITY employees and shall not owe the UNIVERSITY in any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyforeign country at UFRFI's sole expense.

Patent Prosecution. 6.1 UNIVERSITY has or Each Party shall apply be solely responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionpreparation, filing prosecution and maintenance of Patent Rights owned or Controlled by such patentsParty, subject to the following: (a) [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights. (i) As between the Parties, AGTC shall, at its own expense, prepare, file, prosecute and maintain all [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights, in all countries determined by AGTC, after consultation with LICENSEE. If UNIVERSITY decides to abandon AGTC shall keep LICENSEE advised on the preparation, filing, status of the prosecution or of all patent applications included within such Patent Rights and the maintenance of any patent or patent application covered by the PATENT RIGHTSissued patents included within such Patent Rights. Further, then UNIVERSITY AGTC shall provide written notice consult and reasonably cooperate with LICENSEE with respect to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such Patent Rights, including: (i) allowing LICENSEE a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority; and (ii) considering in good faith any reasonable comments offered by LICENSEE in any final filings submitted by AGTC to any relevant patent office or Governmental Authority, to the extent such comments are intended to prevent any detrimental effect on the prosecution and maintenance of any Patent Rights owned or controlled by LICENSEE. (ii) If AGTC elects not to file a patent application included in the Joint [***] Manufacturing Improvement Patent Rights or patent. If the LICENSEE no longer wishes [***] Manufacturing Improvement Patent Rights in any country or elects to support cease the prosecution or maintenance of any patent such Patent Right in any country, then AGTC shall provide LICENSEE with written notice immediately, but not less than thirty (30) days before any action is required, upon the decision to not file or continue the prosecution of such patent application covered by or maintenance of such patent. In the PATENT RIGHTSevent AGTC has provided notice to LICENSEE as described in the preceding sentence, then AGTC shall permit LICENSEE, in LICENSEE’s sole discretion, to file or continue prosecution or maintenance of any such Patent Right in such country at LICENSEE’s expense, provided that [***], and provided, further, that, if LICENSEE has the right to file or continue prosecution or maintenance of such Patent Right, LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent consult with AGTC with respect to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of such Patent Rights, including: (a) allowing AGTC a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority, (b) reflecting any reasonable comments offered by AGTC in any final filings submitted by LICENSEE to any relevant patent office or Governmental Authority and (c) not taking any position with respect to such Patent Right that would be reasonably likely to adversely affect the PATENT RIGHTS whether incurred scope, validity or enforceability of any of the other Patent Rights owned or Controlled by AGTC without the prior to or after the EFFECTIVE DATE written consent of this Agreement shall be the responsibility of LICENSEE. LICENSEE AGTC, which consent shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesunreasonably withheld. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 LICENSOR shall apply for and seek prompt issuance of prosecute and maintain during all Patent Rights using counsel of its choosing. LICENSOR will consult with LICENSEE on the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance prosecution of such patents. If UNIVERSITY decides to abandon the preparationPatent Rights, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEwill keep LICENSEE fully informed with respect thereto, and will provide LICENSEE shall have with copies of all patent applications, patent office actions and/or other documents related to the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTSPatent Rights. LICENSEE shall notify UNIVERSITY immediately ifbe entitled to review and comment upon all actions undertaken in the prosecution and maintenance of Patent Rights and LICENSOR shall consider and reasonably incorporate all such comments and advice. 7.2 LICENSEE will reimburse LICENSOR, at no less frequently than quarterly and within thirty (30) days of mailing of invoice by LICENSOR, for all legal fees incurred in filing, securing, protecting, prosecuting, and maintaining Patent Rights, including any time foreign filing, divisional, continuation, or reissue thereof during the term of this Agreement. This obligation to reimburse LICENSOR for all prosecution and maintenance costs related to Patent Rights shall continue for as long as this Agreement remains effective. If LICENSEE elects to abandon payment of the expenses of a particular patent or patent application within the Patent Rights, LICENSEE or shall notify LICENSOR at least thirty (30) days prior to such action, but in no case later than thirty (30) days prior to any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees required action relating to the filing, prosecution and prosecution, or maintenance of the PATENT RIGHTS whether incurred prior to such patent or after the EFFECTIVE DATE of this Agreement patent application. In such event, Exhibit A shall be the responsibility amended to remove such patent or patent application therefrom, and all rights of LICENSEE. LICENSEE with respect to that patent or patent application will terminate and LICENSOR shall not be required have no further obligation to reimburse the UNIVERSITY for any fees under this section LICENSEE with respect to that have been paid to the UNIVERSITY by prior licensees patent or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesAppendix 1. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance The specifications of any patent or such patent application covered and any patent issuing thereon shall state, to the extent applicable, “This invention was made with government support under [contract] awarded by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of [Federal agency]. The government has certain rights in this invention.” Patent counsel for the preparation, filing, prosecution and maintenance of the Patent Rights in CMCC’s name shall be mutually agreed upon by CMCC and Licensee. Although CMCC shall be the client in the attorney-client relationship with such patent application or patent. If LICENSEE no longer wishes counsel, Licensee shall have day-to-day responsibility for interaction with such patent counsel relating to support prosecution of the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights, and LICENSEE may provide recommendations to such patent counsel regarding the scope and content of patent applications to be filed * Confidential Treatment Requested 26 and prosecuted to assure that the Patent Rights cover ail items of commercial interest to Licensee. Licensee and CMCC each shall not be responsible for receive copies of all correspondence with respect to such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifpreparation, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Patent Rights in sufficient time to or review and provide comments and with file copies after the EFFECTIVE DATE action is completed, and each shall receive a copy of this Agreement invoices. B. Licensee shall reimburse CMCC for all reasonable past patent costs and all present and future patent costs of CMCC’s outside patent counsel incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent Rights, except that Licensee’s obligation to pay patent costs relating to * (with respect to which Licensee has a non-exclusive license hereunder) shall be limited to its pro rata share of such costs, based upon the responsibility number of LICENSEEall licensees thereunder. LICENSEE Patent costs are currently *. Licensee shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and pay such current costs as follows: * shall be paid by LICENSEE within thirty (30) days of the Effective Date of this Agreement, * shall be paid at the closing, after receipt the Effective Date, of UNIVERSITY’S invoice thereforethe balance of the bridge financing, and * shall be paid upon closing the Series A Preferred Stock financing. Payments pursuant Upon written request of CMCC, and only upon such CMCC request, Licensee agrees to this Section 6.2 are have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms. If Licensee elects in writing not creditable against royalties. 6.3 LICENSEE to pay the expenses of a patent application or patent included within Patent Rights, Licensee shall own any new notify CMCC not less than sixty (60) days prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the sixty (60) -day notice period (or such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. For the avoidance of doubt, and the failure by Licensee to pay any patent that issues therefrom, or new technology in expenses by reason of and during the SLE FIELD developed independently course of a good faith dispute concerning the UNIVERSITY and UNIVERSITY employees and amount of such expenses shall not owe be construed as or interpreted to be an election by Licensee to which the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyprovisions of this Paragraph B apply.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term Term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing datesdates and University shall not abandon the Patent Rights during the Term of this Agreement without Licensee’s prior written notice to abandon. LICENSEE Licensee shall have the opportunity to provide input and advise and cooperate with UNIVERSITY the University in the prosecution, filing and maintenance of such patentsPatent Rights. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY University shall provide written notice Licensee with copies of all patent filings and other related material submissions and material correspondence in advance to LICENSEE, allow for review and LICENSEE comment by Licensee. University shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentreasonably consider all comments provided by Licensee in sufficient time. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term Term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution and maintenance of the PATENT RIGHTS Patent Rights (“Patent Costs”) shall be the responsibility of Licensee, whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEEEffective Date. LICENSEE shall not be required Such Patent Costs incurred by and billed to reimburse the UNIVERSITY for any fees under this section that have been paid University prior to the UNIVERSITY by prior licensees or any other third party. Fees and costs Effective Date in the amount of *** Dollars ($***) shall be paid by LICENSEE *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Licensee to University as follows: *** Dollars ($***) within thirty *** days of the Effective Date; ***Dollars (30$***) on the *** of the Effective Date, *** Dollars ($***) on the *** of the Effective Date; *** Dollars ($***) on the *** of the Effective Date; and *** ($***) on the *** of the Effective Date. Additionally, Licensee shall be liable to University for *** of University’s Patent Costs, for *** patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Patent Costs incurred after the Effective Date, or Patent Costs incurred before, but billed to University after the Effective Date, shall be paid by Licensee within *** (***) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Payments pursuant to this Section Article 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, each Party shall have the opportunity sole right but not the obligation to advise file, prosecute and cooperate with UNIVERSITY maintain the Patents Rights solely owned or Controlled by such Party throughout the world at its own cost and expense. (b) Except as provided in paragraph (c) below, filing decisions for all Patent Rights claiming jointly-owned Inventions (the “ADC Patents”) shall be decided jointly before the selection of the applicable ADC as Development Candidate for further Development under Section 2.7, the Parties shall jointly decide, through the JRC, whether to file any ADC Patents claiming such ADC and the Parties shall share the cost equally. (c) After an ADC has been selected as a Development Candidate for further Development under Section 2.7, the Licensee of such ADC shall have the first right to file, prosecute and maintain the applicable ADC Patents in the prosecutionTerritory at Licensee’s own cost and expense. Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the ADC Patents in the Territory and shall promptly provide Licensor with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, filing Licensee shall promptly provide Licensor with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the ADC Patents for Licensor’s review and comment prior to the submission of such proposed filings and correspondences and shall consider and implement in good faith any comment received from Licensor. Licensee shall notify Licensor of any decision to cease prosecution and/or maintenance of any ADC Patents in the Territory. Licensee shall provide such patentsnotice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such ADC Patent. If UNIVERSITY decides In such event, Licensor shall have the right to abandon the preparation, filing, continue prosecution or maintenance of any patent or patent application covered by such ADC Patent in the PATENT RIGHTS, then UNIVERSITY Territory at Licenser’s discretion and expense. (d) Each Party shall provide written notice to LICENSEEthe other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 6.2, including providing any necessary powers of attorney and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application executing any other required documents or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible instruments for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeprosecution. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionLMER shall, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE seek patent protection for the Proprietary Rights listed in Exhibit A. The securing of patent protection for all Proprietary Rights shall be the sole responsibility and at the sole discretion of LMER; provided, however that (i) Licensee shall have a reasonable opportunity to review and comment on patent filings in advance and to consult and cooperate with LMER in securing patent protection, and (ii) LMER will timely keep Licensee advised of the status of such prosecution and maintenance by providing Licensee with copies of all official communications, amendments and responses with respect to the patent applications and patents contained in the Proprietary Rights. Licensee may request and LMER, at its sole discretion, may seek patent extension for patents licensed under the Proprietary Rights listed in Exhibit A, under such applicable laws and regulations where such patent extension rights are available currently or are available in the future. In the event that LMER elects to abandon a patent application included in the Proprietary Rights or elects not to seek an extension of a patent included in the Proprietary Rights, it will so notify Licensee at least ninety (90) days prior to any applicable deadline. Upon receipt of its sublicensees does not qualify as a “Small Entity” as provided such notice, and to the extent allowed by the United States Patent and Trademark OfficeLMER Prime Contract with DOE, Licensee may, following written notice to LMER, seek, at its own expense, a waiver from DOE to continue the prosecution of such application or extend such application at Licensee's expense. 6.2 All fees Reimbursement of all LMER's external costs and costs including attorneys’ fees fees, and a reasonable allocation of internal costs, relating to the filing, prosecution and maintenance securing of patent protection for the PATENT RIGHTS whether incurred prior to or Proprietary Rights after the EFFECTIVE DATE of this Agreement Amendment A Date ("Patent Costs") shall be the responsibility of LICENSEELicensee. LICENSEE LMER shall not be required to bill ▇▇▇ensee for Patent Costs, and Licensee shall reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE LMER within thirty (30) days after of receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesthe invoice. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology."

Patent Prosecution. 6.1 UNIVERSITY has or shall The Parties shall, in their sole discretion, apply for and seek prompt issuance of for, prosecute, and maintain during all their own Solely Developed Intellectual Property arising out of or in connection with the term RESEARCH PROGRAM. 6.2 If the Parties create JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the Parties agree to consult with one another as reasonably necessary to obtain and perfect intellectual property rights specific to such technology. The Parties further agree to equitably share the cost of this Agreement obtaining and perfecting such rights. In the PATENT RIGHTS in event of a dispute, U.S. patent law shall govern. 6.3 In the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term event ALIEN elects an exclusive license under Article 5 of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States ALIEN shall reimburse all legal expenses, including Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees Cooperation Treaty (PCT) applications, relating to patenting the filingintellectual property paid by NDSU and shall pay for all future expenses as long as ALIEN’s exclusive license to the intellectual property has not terminated. Nothing in this Article 6.3 shall be construed to lessen NDSU’s management of the patent application, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement intellectual property. ALIEN shall be consulted regarding the responsibility prosecution of LICENSEEsuch patents. LICENSEE ALIEN shall not be required to reimburse the UNIVERSITY for PCT national phase filings or foreign filings for any fees country unless such filings are at the request of ALIEN or NDSU secures ALIEN’s agreement prior to filing. 6.4 As to patents prosecuted by NDSU for NDSU SOLELY DEVELOPED INTELLECTUAL PROPERTY on which ALIEN has elected to take an exclusive license under Article 5, NDSU shall provide ALIEN with copies of all relevant documentation so that ALIEN may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and ALIEN shall keep this section that documentation *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been paid filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. confidential in accordance with Article 2. NDSU shall endeavor to amend any patent application to include reasonable claims or disclosures requested by ALIEN and required to protect the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesproducts and/or processes derived from the patent application. 6.3 LICENSEE 6.5 As to patents prosecuted by either Party for JOINTLY DEVELOPED INTELLECTUAL PROPERTY, the prosecuting Party shall own provide the other Party with copies of all relevant documentation so that the other Party may be informed and apprised of the continuing prosecution, and may provide substantive comment and input, and the other Party shall keep this documentation confidential in accordance with Article 2. The prosecuting Party shall endeavor to amend any new patent application to include reasonable claims or disclosures requested by the other Party and required to protect the products and/or processes derived from the patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensors shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS patents, patent applications and foreign counterparts, as the case may be, included within the Licensed Patents that are (a) specifically identified by patent number or application serial number in the United States and in such foreign countries as may be designated paragraph 1.1 of this Agreement, or (b) timely identified or specified by LICENSEE in a written Licensee by notice to UNIVERSITY within a reasonable time Licensors. Except as provided in advance of Section 7.4, the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such all patent application or patent. If LICENSEE no longer wishes to support applications, foreign counterparts and patents within the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application Licensed Patents shall be excluded from the PATENT RIGHTSprimary responsibility of Licensors; provided, however, that Licensee shall be afforded reasonable opportunities to advise Licensors and shall cooperate with Licensors in such prosecution and maintenance. 7.2 Except as provided in Section 7.4. LICENSEE Licensee shall notify UNIVERSITY immediately ifreimburse Licensors for all reasonable out-of-pocket fees, at any time costs and expenses reasonably paid or incurred by Licensors in filing, prosecuting and maintaining the Licensed Patents during the term of this Agreement. Licensee shall deliver such reimbursement to Licensors (or, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneysif Licensors request, directly to Licensors’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE patent counsel) within thirty (30) days after receipt Licensors (or Licensors’ patent counsel) notify Licensee from time to time of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesthe amount of such fees, costs and expenses which have been paid or incurred by Licensors. 6.3 LICENSEE 7.3 Licensors shall promptly advise Licensee of the grant, lapse, revocation, surrender, any threatened invalidation of or of their intention to abandon any such patent, application or foreign counterparts. If Licensors advise Licensee of their intention not to pursue a patent on any Licensed Technology or to abandon any such patent, application or foreign counterpart, Licensee shall have the right, at its own any new patent applicationexpense, to pursue such patent, application or foreign counterpart, and all rights resulting therefrom shall vest in Licensee alone. 7.4 Licensee shall designate each country if any, in which Licensee desires that patent applications) corresponding to the Licensed Patents be filed. Licensee shall pay all costs and legal fees associated with the preparation and filing of such designated foreign patent applications and such applications shall be in Licensors’ name. Licensors may elect to file corresponding patent applications in countries other than those designated by Licensee, but in that event Licensors shall be responsible for all costs associated with such non-designated filings. Licensors will notify Licensee that it intends to make such filings. Licensee will then have thirty (30) days to decide to pay for such filings and prosecutions. If it does not decide to pay for such applications within the 30-day period, neither of such applications nor any patent patents that issues therefromissue thereon shall be considered to be Licensed Patents, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and Licensee shall not owe the UNIVERSITY any fee or royalty forfeit its rights under section 4 relating this Agreement with respect to such a new patent application, applications and any patent that issues therefrom, or new technologypatents.

Patent Prosecution. 6.1 UNIVERSITY (a) Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Using counsel selected by Salix after good faith consultation with Progenics [*], Salix shall use Commercially Reasonable Efforts to prepare, file, prosecute and maintain, at Salix’s expense, the Progenics Patent Rights as to which Progenics has the right to control prosecution and maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights (including provoking, instituting or shall apply for defending interference, opposition, revocation, reexamination and seek prompt issuance of similar proceedings related to the Progenics Patent Rights as to which Progenics has the right to control prosecution and maintain during the term of this Agreement the PATENT RIGHTS maintenance, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights) in all countries in the United States and in Territory where such foreign countries Patent Rights are currently pending and, respecting [*]. In respect to any Progenics Patent Rights as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall which Progenics does not have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing control prosecution and maintenance of such patentsPatent Rights, Progenics (i) shall ensure that Salix is promptly provided with all such information as Progenics may receive in respect of the prosecution and maintenance of such Patent Rights and with a full opportunity to participate in any consultations that may take place between Progenics and any Third Party holding the right to pursue prosecution and maintenance of such Patent Rights and (ii) shall exercise such rights as it does have in respect of the prosecution and maintenance of such Patent Rights in accordance with Salix’s directions. If UNIVERSITY decides The Parties shall cause their respective patent counsel to abandon communicate no less frequently than [*] per [*] regarding the preparationprosecution and maintenance of the Progenics Patent Rights, filingWyeth Collaboration Patent Rights, prosecution Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights. Without limiting the generality of the foregoing, Salix shall provide to Progenics copies of all communications sent to and received from any patent office pertaining to Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights or Ono Collaboration Joint Patent Rights, including [*]. Whenever possible, Progenics shall be given at least [*] ([*]) Business Days prior to the earlier of the expiration of any shortened statutory period for response or anticipated filing to review and comment upon the text of any such communication. Salix shall also keep Progenics advised on the maintenance of any patents included within the Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights and Ono Collaboration Joint Patent Rights and provide Progenics with reasonable opportunity to comment on maintenance. In the event that the Parties’ respective patent or patent application covered by the PATENT RIGHTScounsel, then UNIVERSITY shall provide written notice after good faith discussions, cannot agree with respect to LICENSEE, and LICENSEE shall have the right at its sole expense any decision to assume control of be made with respect to the preparation, filing, prosecution and maintenance of such patent application the Progenics Patent Rights, Wyeth Collaboration Patent Rights, Wyeth Collaboration Joint Patent Rights or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Ono Collaboration Joint Patent and Trademark Office. 6.2 All fees and costs Rights (including attorneys’ fees decisions relating to the filing[*], prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Salix shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesmake such decision. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has LICENSEE may designate by notice to PRINCETON or to the Patent Attorneys, after consultation with PRINCETON, countries where Licensed Patent Applications shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in be filed, which may include the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesor any other country. LICENSEE shall have the opportunity agrees to advise pay for all reasonable and cooperate with UNIVERSITY necessary out-of-pocket expenses incurred in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution prosecution, maintenance, renewal and continuation of Patent Applications in said designated countries, including all taxes, official fees and attorneys' fees. The patent law firm selected shall be mutually acceptable to PRINCETON and LICENSEE. PRINCETON shall be the client in the attorney-client relationship with such law firm and may provide instructions to such law firm regarding the scope and content of Patent Applications to be filed and prosecuted, subject to the right of LICENSEE to request PRINCETON to instruct such law firm, or maintenance instruct the law firm directly after consultation with PRINCETON, to cover any additional matters as LICENSEE may desire to assure that such Application covers all items of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to commercial interest and importance. PRINCETON will not unreasonably refuse requests of LICENSEE, . PRINCETON and LICENSEE each shall have the right at its sole expense receive copies of all correspondence with respect to assume control of the such preparation, filing, prosecution prosecution, renewal and maintenance continuation of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights Patent Applications, and shall consult with each other regarding all such matters and the costs associated therewith. 6.2 LICENSEE shall not may elect in writing to be responsible for such corresponding patent expenses that are incurred subsequent to released from its License in any of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, Patent Rights Patents and Patent Rights Patent Applications in a particular country at any time during the term after initial filing costs have been paid, in which event it shall thereafter, upon notice of this Agreement, LICENSEE or such election being given to PRINCETON shall have no obligation to reimburse Princeton for any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees subsequent expenses relating to the filingsuch patent, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or application in such country, nor any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesright thereto. 6.3 LICENSEE shall own any new patent applicationAll inventions conceived or discovered under the Sponsored Research Agreement, and any patent that issues therefromby PRINCETON, USC, or new technology jointly, shall automatically become subject to this License Agreement. PRINCETON shall use reasonable efforts to ensure that Patent Rights Applications are promptly filed and prosecuted. 6.4 LICENSEE has the right to file of record in the SLE FIELD developed independently Patent Office for each Patent Rights Application that it is the exclusive licensee of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 3. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, "This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention." The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights, including Improvements, Analogue Inventions, and New Developments applications and patents shall be the primary responsibility of CMCC in its sole discretion, except that Licensee shall have reasonable opportunities to abandon advise CMCC and shall cooperate with CMCC in the preparation, filing, prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEPatent Rights, and LICENSEE shall have New Developments applications and patents if such applications and patents are optioned or licensed to Licensee. CMCC reserves the sole right at its sole expense to assume control of make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, applications and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officepatents. 6.2 All fees B. Licensee shall reimburse CMCC for all patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether incurred prior Patent Rights, including Improvements and Analogue Inventions, and New Developments if such New Developments are optioned to or after Licensee. Unpaid patent costs accrued under the EFFECTIVE DATE Existing Agreements are currently approximately $[**] Licensee shall pay such current costs within [**] days of the Effective Date of this Agreement Agreement. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC's patent counsel directly ▇▇▇▇ Licensee and Licensee shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for directly pay such invoices in compliance with such counsel's customary business terms, but in any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE event within thirty (30) days. If Licensee elects to no longer pay the expenses of a patent application or patent included within Patent Rights, Licensed Products or Licensed Processes, Licensee shall notify CMCC not less than [**] days after receipt prior to such action and shall thereby surrender its rights under such patent or patent application. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of UNIVERSITY’S invoice thereforethe [**] day notice period (or such longer period specified in Licensee's notice). Payments pursuant CMCC shall then be free to this Section 6.2 are not creditable against royaltieslicense its rights to that patent or patent application to any other party on any other terms. 6.3 LICENSEE C. In the event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall own so notify Licensee and, subject to the rights of the United States government and any new patent applicationother contractual obligations to research sponsors, CMCC may, in its sole discretion, and on such terms if any that the parties may negotiate, authorize Licensee to assume the filing, prosecution and/or maintenance of such application or patent that issues therefromat Licensee's expense. In such event, or new technology in CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right, on such economic and other terms as the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and parties shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologymutually agree.

Patent Prosecution. 6.1 UNIVERSITY has or Except as provided in this Article 6, CSHL shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionresponsible, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of discretion, for the preparation, filing, prosecution and maintenance of such all patent application or patent. If LICENSEE no longer wishes to support applications and patents included in the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by Patent Rights in the United States Patent and Trademark Office. 6.2 All fees to the extent warranted in any foreign countries. CSHL shall consult regularly with Licensee and costs including attorneys’ fees relating shall provide copies to Licensee of all filings, office actions and proposed responses and shall endeavor to provide Licensee with a meaningful opportunity to participate in decisions regarding the filing, prosecution and maintenance of those patent applications. Licensee shall reimburse CSHL for all reasonable costs incurred by CSHL subsequent to the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE Effective Date of this Agreement shall be for the responsibility preparation, filing, prosecution and maintenance of LICENSEE. LICENSEE all Patent Rights. 6.2 CSHL shall not be required abandon the prosecution of any patent applications included in the Patent Rights nor shall it fail to reimburse the UNIVERSITY for make any fees under this section that have been paid payment or fail to the UNIVERSITY by prior licensees or take any other third party. Fees and costs shall be paid by LICENSEE within action necessary to maintain a patent included in the Patent Rights unless it has notified Licensee at least thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant prior thereto, whereupon Licensee shall have the option to this Section 6.2 are not creditable against royaltiesprosecute and maintain such patent or patent application at its own expense. 6.3 LICENSEE For the first five (5) years after the Effective Date, CSHL shall own provide Licensee with copies of any new invention disclosures by CSHL employees who are then employed in Dr. ▇▇▇▇'▇ facilities at CSHL, to the extent submitted prior to publication to the Administrative Director or Assistant Administrative Director of CSHL and solely relating to the Licensed Product or Licensed Process. Licensee shall have a period of not more than sixty (60) days from the date of receipt of said copies in which to inform CSHL of its decision to have such a disclosure filed as a U.S. and/or foreign patent application; in which event, and any patent that issues therefromCSHL shall, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to with due diligence, file such a new patent applicationapplication at Licensee's expense, and any patent that issues therefrom, or new technologywhereupon it shall become a Patent Right hereunder subject to all provisions in this Agreement referring to "Patent Right(s)."

Patent Prosecution. 6.1 UNIVERSITY has or (a) LFB Biotech Patent Rights and Joint Patent Rights in LFB Biotech’s Territory. (i) LFB Biotech shall apply for retain sole and seek prompt issuance exclusive ownership of all LFB Biotech Patent Rights and, subject to Section 9.2(a)(ii), shall retain control over, and maintain during bear all expenses associated with, the term filing, prosecution, and maintenance of this Agreement the PATENT RIGHTS any LFB Biotech Patent Rights in the United States entire Territory and any Joint Patent Rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance the European Territory and any country or region of the required foreign filing datesCo-Exclusive Territory as the JSC may designate. LICENSEE LFB Biotech shall confer in good faith with GTC regarding LFB Biotech’s patent strategy with respect to any LFB Biotech Patent Rights licensed to GTC hereunder and any Joint Patent Rights in LFB Biotech’s respective Territory or region and GTC shall have the opportunity right to advise and cooperate with UNIVERSITY comment upon LFB Biotech’s strategy. (ii) In the event LFB Biotech decides, at its sole discretion, not to file, nationalize or validate a patent application covering an LFB Biotech Sole Invention or Joint Invention or LFB Biotech Know-How in any country in the prosecution, filing and maintenance of such patents. If UNIVERSITY Territory or LFB Biotech decides not to abandon the preparation, filing, prosecution continue to prosecute or maintenance of any maintain a patent or patent application covered by included in the PATENT RIGHTSLFB Biotech Patent Rights licensed to GTC hereunder, then UNIVERSITY LFB Biotech shall provide written notice to LICENSEE, promptly notify GTC of such decision and LICENSEE GTC shall have the right to file, prosecute, and maintain such patent or patent application at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patentdiscretion. If LICENSEE no longer wishes GTC elects to support the prosecution file, prosecute, or maintenance of any maintain such patent or patent application covered by the PATENT RIGHTS(as applicable) at its own expense, then LICENSEE LFB Biotech shall provide written notice reasonably cooperate with GTC in connection with such filing, prosecution and/or maintenance. 42 (b) GTC Patent Rights and Joint Patent Rights in GTC’s Territory. (i) GTC shall retain sole and exclusive ownership of all GTC Patent Rights and, subject to UNIVERSITYSection 9.2(b)(ii), shall retain control over, and LICENSEE bear all expenses associated with, the filing, prosecution, and maintenance of any GTC Patent Rights in the entire Territory and any Joint Patent Rights in the North American Territory and any country or region of the Co-Exclusive Territory as the JSC may designate. GTC shall confer in good faith with LFB Biotech regarding GTC’s patent strategy with respect to any GTC Patent Rights licensed to LFB Biotech hereunder and any Joint Patent Rights in GTC’s respective Territory or region and LFB Biotech shall have the right to comment upon GTC’s strategy. (ii) In the event GTC decides, at its sole discretion, not be responsible for such corresponding to file, nationalize or validate a patent expenses that are incurred subsequent application covering a GTC Sole Invention or Joint Invention or GTC Know-How in any country in the Territory or GTC decides not to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned continue to prosecute or maintain a patent or patent application included in the GTC Patent Rights licensed to LFB Biotech hereunder, GTC shall be excluded from promptly notify LFB Biotech of such decision and LFB Biotech shall have the PATENT RIGHTSright to file, prosecute, and maintain such patent or patent application at its sole expense and discretion. LICENSEE If LFB Biotech elects to file, prosecute, or maintain such patent or patent application (as applicable) at its own expense, GTC shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the reasonably cooperate with LFB Biotech in connection with such filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesand/or maintenance. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has 6-1. Through its patent counsel, which shall be the firm of M▇▇▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇, or such other firm as selected by LICENSEE and reasonably acceptable to USCRF, LICENSEE shall apply be responsible for the preparation, filing, prosecution and seek prompt issuance maintenance of any and maintain during the term of this Agreement all applications and patents included in the PATENT RIGHTS in RIGHTS. The Parties shall consult each other as to the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutionpreparation, filing filing, prosecution and maintenance of such patentsapplications and patents and shall cooperate with and instruct patent counsel to furnish to both Parties copies of documents relevant to any such preparation, filing, prosecution or maintenance. If UNIVERSITY decides USCRF will be given a reasonable opportunity to abandon review and comment before the filing of such patent prosecution documents and LICENSEE shall cooperate to incorporate USCRF’s reasonable comments (as determined by patent counsel). LICENSEE shall determine, in a timely manner and after consultation with USCRF, the countries in which LICENSEE shall pursue and maintain PATENT RIGHTS. Each party shall provide to the other prompt notice as to all matters that come to its attention which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patent application covered by patents. 6-2. Upon the PATENT RIGHTSEffective Date of this Agreement, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of reimburse USCRF for all expenses USCRF or UNIVERSITY has incurred for the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSRIGHTS prior to the Effective Date in aggregate amount of $11,000 as described in Article 4-1(A). Thereafter, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible pay patent counsel directly for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of all patents and applications included in the PATENT RIGHTS. 6-3. Ownership of the PATENT RIGHTS whether incurred shall follow from inventorship, as determined by United States patent law, and shall be either (a) solely by UNIVERSITY if all inventors of such PATENT RIGHTS are UNIVERSITY employees, or (b) jointly by UNIVERSITY and LICENSEE and/or one or more third parties, if the particular patent application or patent under such PATENT RIGHTS has, in addition to UNIVERSITY inventors, LICENSEE or third party inventors, respectively. Each of USCRF and ORIGINATORS shall, at LICENSEE’S expense, take such reasonable actions as LICENSEE deems reasonably necessary or appropriate to obtain patents in the name of the owner(s) of the INVENTION(s). 6-4. In order that LICENSEE will not incur expenses for PATENT RIGHTS that it considers unnecessary to its business objectives, LICENSEE may notify USCRF in writing of particular patents or patent applications in countries that it wishes to discontinue funding and have excluded from the PATENT RIGHTS and/or the TERRITORY (the “DECLINED PATENT RIGHTS”). Such notice must be made at least forty-five (45) days prior to the relevant statutory bar date for prosecuting or maintaining the DECLINED PATENT RIGHTS. USCRF OR UNIVERSITY may elect to prosecute such DECLINED PATENT RIGHTS at its own cost. From and after the EFFECTIVE DATE date of such notice, LICENSEE shall have no responsibility for expenses incurred in the filing, prosecution, or maintenance of DECLINED PATENT RIGHTS. As long as this Agreement is not terminated, neither USCRF nor UNIVERSITY shall be have the responsibility of right to license, sublicense or convey rights to DECLINED PATENT RIGHTS to any party other than LICENSEE. LICENSEE shall have a paid-in-full exclusive license to DECLINED PATENT RIGHTS as long as this Agreement has not be required been terminated. Except as otherwise provided in Article 13-8, upon termination of this Agreement, all rights to reimburse DECLINED PATENT RIGHTS shall revert to USCRF or UNIVERSITY. 6-5. Following the UNIVERSITY for any fees under this section that have been paid to filing or mailing thereof, LICENSEE shall provide USCRF with a copy of each patent application within the UNIVERSITY by prior licensees PATENT RIGHTS, as filed, together with notice of its filing date and serial number, and a copy of each such other patent prosecution document or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant correspondence related to this Section 6.2 are not creditable against royaltiespatent prosecution, as received, filed or sent, as applicable. 6.3 6-6. LICENSEE and its sublicensees shall own any new patent applicationm▇▇▇ all products covered by PATENT RIGHTS in accordance with the statutory requirements in the country(ies) of manufacture, use, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologysale.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Patent Rights. To the extent such foreign countries as may be designated by LICENSEE in a written notice documents are not otherwise publically available, Company agrees to UNIVERSITY keep such information confidential. 7.2 Licensee shall pay UFRF $ [**] dollars, within a reasonable time in advance [**] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Licensed Patent(s), and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will give due consideration to comments provided by Licensee or Licensee’s counsel and shall have reasonably incorporate the right at its comments of Licensee or Licensee’s counsel. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [**] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. In the event that Licensee’s comments or proposed strategy is in conflict with the comments or proposed strategy of another licensee in a different field, Licensee, UFRF and the other licensee shall cooperate to determine whether a mutually agreeable approach (e.g., claim amendment, argument and/or filing strategy) is reasonably feasible and if such an approach is not reasonably feasible shall cooperate to file one or more additional applications to allow Licensee and the other licensee to pursue their own independent, field-specific claims in separate application free of conflict from one another. Each licensee shall bear the sole expense costs for such field-specific applications. Licensee shall pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such patent application or patent. If LICENSEE no longer wishes the Patent Rights that were not reimbursed pursuant to support the prosecution or maintenance Section 7.2 within [**] of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide receipt of an invoice from UFRF. 7.4 Licensee may elect upon [**] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to the date of receipt Licensee, with respect to those Patent Rights by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or terminates after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section [**] in that have been paid to the UNIVERSITY by prior licensees country or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesjurisdiction. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for (a) Filing, Prosecution and seek prompt issuance Maintenance of CG Patents in the Licensed Territory. (i) As between the Parties, Aptose will have the first right to file, prosecute and maintain during the term of this Agreement the PATENT RIGHTS CG Patents in the United States Licensed Territory at its own expense, through patent counsel of its choice. Aptose may exercise any of its rights under this Section 6.2 through an Affiliate or Sublicensee. (ii) Promptly after the Effective Date, CG shall (A) transfer the existing, complete patent files for all CG Patents in the Licensed Territory to Aptose and communicate to Aptose all facts and information then known to CG comprising or relating thereto, (B) furnish Aptose with copies of, and if reasonably requested by Aptose, physical access to the originals of, any and all documents, electronic records, samples and other tangible materials in such foreign countries as CG’s Control that relate directly to the CG Patents in the Licensed Territory and/or that may be designated by LICENSEE in a written notice useful for the exercise of Aptose’s rights under this Section 6.2, and (C) file all documents necessary to UNIVERSITY within a reasonable time in advance transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Aptose and shall give Aptose’s patent counsel power of the required foreign filing datesattorney thereto. LICENSEE CG shall have the opportunity to advise and cooperate with UNIVERSITY Aptose in the prosecution, filing transfer of all prosecution and maintenance responsibilities relating to the CG Patents in the Licensed Territory. CG shall keep Aptose reasonably informed of such patentsall inventions made after the Effective Date and patent applications filed after the Effective Date in the Retained Territory, in each case that could form the basis for a CG Patent. If UNIVERSITY decides CG shall provide Aptose, at Aptose’s request and expense, with any assistance reasonably requested by Aptose with respect to abandon the preparation, filing, prosecution or maintenance of the CG Patents in the Licensed Territory. (iii) CG shall (A) notify Aptose in writing with respect to all significant developments regarding the CG Patents in the Retained Territory, (B) promptly provide Aptose with a copy of each material communication from any patent or patent application covered by authority regarding the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEECG Patents in the Retained Territory, and LICENSEE shall have (C) provide Aptose with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the right at its sole expense to assume control CG Patents in the Retained Territory a reasonable amount of time in advance of the preparation, filing, anticipated filing date and shall consider Aptose’s reasonable comments thereto in good faith. CG shall not undertake any patent prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes enforcement action in the Retained Territory that Aptose deems to support be detrimental to the prosecution or enforcement of the CG Patents in the Licensed Territory. (iv) Aptose shall (A) notify CG in writing with respect to all significant developments regarding the CG Patents in the Licensed Territory, (B) promptly provide CG with a copy of each material communication from any patent authority regarding the CG Patents in the Licensed Territory, and (C) provide CG with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the CG Patents a reasonable amount of time in advance of the anticipated filing date and shall consider CG’s reasonable comments thereto in good faith. (v) Aptose shall notify CG of any decision to cease prosecution and/or maintenance of any patent or patent application covered by CG Patent in any country in the PATENT RIGHTSLicensed Territory. Aptose shall, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of extent practicable, provide such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within least thirty (30) days after receipt prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of UNIVERSITY’S invoice thereforerights, in connection with such CG Patent. Payments In such event, Aptose shall permit CG, at its discretion and expense, to continue prosecution or maintenance of such CG Patent in such country, and Aptose shall take all steps required to enable CG to take over prosecution and maintenance and otherwise give full effect to the foregoing. CG’s prosecution or maintenance of such CG Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such CG Patent other than those that are a consequence of the change in control of prosecution pursuant to this Section 6.2 are not creditable against royalties6.2(a)(v). 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or (a) Cellectis Patent(s). Cellectis will be responsible, at its own cost for preparing, filing, prosecuting and maintaining all Cellectis Patents and conducting any interferences, re-examinations, reissues and oppositions relating to such Patents. Cellectis shall apply for seek patent protection on all Cellectis Patents. Cellectis and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall its Affiliates have the opportunity right to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides cease all activities relating to abandon the preparation, filing, prosecution or and/or maintenance of any patent Patents as provided in this Section 7.2(a) if Cellectis or patent application covered by its Affiliates question the PATENT RIGHTSpatentability of such Patents and/or such Patents do not cover Pre-Candidate Product, then UNIVERSITY shall provide Candidate Product or Product, in which case Cellectis will promptly inform Servier of such planned cessation and Servier may, upon providing written notice to LICENSEECellectis, and LICENSEE shall have the right at its sole expense to own choice, either assume control of responsibility, at Cellectis’ costs for the preparation, filing, prosecution and and/or maintenance of such Patents, or rescind this Agreement. With respect to Patents within the Cellectis Patents that cover specifically and solely a Candidate Product or a Product (“Product Patents”), Cellectis remains solely responsible for preparing, filing, prosecuting, and maintaining Product Patents aiming to cover a Pre-Candidate Product, Candidate Product and/or Product in [***] (“Initial Countries”) at its own costs up to the exercise of the Option to License for the corresponding Candidate Product. For clarity, Cellectis would seek for patent application validation for Pre-Candidate Products and Candidate Products in [***]. Before the exercise of the Option to License, should Servier wish to have the patent protection of Product Patents extended in territories other than the Initial Countries (the “Additional Countries”), it shall inform Cellectis of its wish, by providing a written notice at least [***] in advance of the deadline for filing in such Additional Countries, a list of the Additional Countries. Cellectis will then seek patent protection for such requested Additional Countries, provided that Servier shall reimburse Cellectis any reasonable costs and expenses (including patent attorney costs) incurred by Cellectis in connection with such extension. Cellectis shall further regularly inform Servier in due time with respect to the prosecution actions (including office actions or patentofficial actions from patent offices of such Additional Countries) and any required action in connection with the maintenance of such Cellectis Patents in the Initial Countries and Additional Countries. After exercise of the Option to License, with respect to Product Patents, Servier shall have the first right and responsibility at its own cost for preparing, filing, prosecuting and maintaining all such Patents, provided that Servier shall copy Cellectis on any material correspondence with its intellectual property counsel and consult Cellectis for any draft correspondence to be exchanged with patent offices. If LICENSEE no longer wishes Servier intends to support cease prosecuting any such Patents, it shall inform Cellectis with sufficient advance notice to allow Cellectis to take over such prosecution if Cellectis so wishes. Servier shall not take any actions which can materially affect the scope, the validity and enforceability of the Product Patents, without Cellectis’ prior written consent. For sake of clarity, Cellectis remains fully responsible for the Cellectis Patents that does not cover specifically and solely a Pre-Candidate or a Candidate Product (“Platform Patents”), provided that Cellectis shall regularly inform Servier in due time with respect to the prosecution actions (including office actions or official actions from worldwide patent offices) and any required action in connection with the maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not such Platform Patents. (b) Servier Patent(s). Servier will be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifresponsible, at any time during the term of this Agreementits own cost for preparing, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution prosecuting and maintenance of maintaining all Patents covering the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for Servier Patents and conducting any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees interferences, re-examinations, reissues and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 oppositions relating to such a new patent application, and any patent that issues therefrom, or new technologyPatents.

Patent Prosecution. 6.1 UNIVERSITY has or A. CMCC shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights set forth in Appendix 2. The specifications of any such patent application and any patent issuing thereon shall state, to the United States and extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the this invention.” The prosecution, filing and maintenance of such patents. If UNIVERSITY decides all Patent Rights applications and patents shall be the primary responsibility of CMCC in its sole discretion, except that Licensee shall have reasonable opportunities to abandon advise CMCC and shall cooperate with CMCC in the preparation, filing, prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice Patent Rights. CMCC reserves the sole right to LICENSEE, and LICENSEE shall have the right at its sole expense make all final decisions with respect to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, applications and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officepatents. 6.2 All fees B. Licensee shall reimburse CMCC for all out-of-pocket patent costs, past, present and costs including attorneys’ fees relating to future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the PATENT RIGHTS whether Patent Rights provided CMCC has not granted a license under Patent Rights to any third party. In the event CMCC grants a license under Patent Rights to a third party, Licensee’s obligation to pay on-going patent costs under this Agreement will be reduced in proportion to the number of additional licensees. CMCC will notify Licensee promptly in writing when it grants a license under Patent Rights to any third party. CMCC will notify Licensee of CMCC’s determination of the amount of reduction of a payment due under this Paragraph B. Patent costs are currently approximately $[…***…]. Licensee shall pay such current costs after the Effective Date of this Agreement and prior to February 1, 2007. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms, but in any event within […***…] days. If Licensee elects to no longer pay the expenses of a patent application or issued patent included within Patent Rights in a given portion of the Territory, Licensee shall notify CMCC not less than […***…] days prior to such action and shall thereby surrender its rights under such patent application, or issued patent to that Field of Use in that portion of the Territory. Thereafter, Licensee will have no further financial obligations with respect to patent expenses for such patent application or issued patent and the license granted under Patent Rights in this Agreement will not include such patent applications or issued patent. Such notice shall not relieve Licensee from responsibility to reimburse CMCC for patent-related expenses incurred prior to the expiration of the […***…]-day notice period (or after such longer period specified in Licensee’s notice). CMCC shall then be free to license its rights to that patent or patent application to any other party on any other terms. C. In the EFFECTIVE DATE of this Agreement event CMCC elects, in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid so notify Licensee and, subject to the UNIVERSITY by prior licensees or rights of the United States government and any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant contractual obligations to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent applicationresearch sponsors, CMCC may, in its sole discretion, and on such terms if any that the parties may negotiate, authorize Licensee to assume the filing, prosecution and/or maintenance of such application or patent that issues therefromat Licensee’s expense. In such event, or new technology in CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue and/or maintain such Patent Right, on such economic and other terms as the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and parties shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologymutually agree.

Patent Prosecution. 6.1 UNIVERSITY has Section 7.1 shall be replaced in its entirety with the following: Payment of all fees and costs relating to the filing, prosecution, and maintenance of Patent Rights prior to the Effective Date shall be reimbursed by Licensee as set forth in Section 5.8. Payment of all fees and costs relating to the filing, prosecution, and maintenance of Patent Rights incurred after the Effective Date by Licensee or by Northwestern at the request of Licensee shall be the sole responsibility of Licensee. Any payments of such fees and costs by Northwestern shall be reimbursed by Licensee within thirty (30) days of Licensee’s receipt of an invoice from Northwestern or Northwestern’s patent counsel. For the avoidance of doubt, Licensee shall reimburse Northwestern for any expenses incurred by Northwestern in addition to a [***] percent ([***]%) processing fee as outlined in Section 5.8 if Licensee chooses not to exercise its right to utilize its own patent counsel for the filing, prosecution, and/or maintenance of Patent Rights as set forth below. Section 7.2 shall be replaced in its entirety with the following: Northwestern hereby grants Licensee the right to apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights listed in Appendix A in Northwestern’s name, in the United States and in such foreign countries as countries. Appendix A may be designated amended by LICENSEE verbal agreement of both Parties, such agreement to be confirmed in a written notice writing. The Parties agree to UNIVERSITY within a use reasonable time in advance of the required foreign filing datesefforts to update Appendix A on an annual basis as new applications are filed and prosecution status changes. LICENSEE Licensee shall have the opportunity right to advise select patent counsel reasonably acceptable to Northwestern, such acceptance not to be unreasonably withheld, and cooperate to take such [***] - Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that the Company treats as private or confidential. other actions, at its own expense, as it deems are necessary or appropriate to obtain patent protection with UNIVERSITY respect to any Patent Rights in the Territory. Licensee shall keep Northwestern informed in all matters of filing and prosecution, shall give Northwestern reasonable opportunities to consult with and advise Licensee concerning Licensee's prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered activities by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within notifying Northwestern thirty (30) days after receipt in advance of UNIVERSITY’S invoice therefore. Payments pursuant any such activity if Licensee has been given such notice, and shall provide Northwestern with copies of all documents related to this Section 6.2 are not creditable against royaltiespatent filing, prosecution, and maintenance. 6.3 LICENSEE Section 7.3 shall own any new be replaced in its entirety with the following: Licensee through its patent application, and any counsel will take the lead on patent that issues therefrom, or new technology in prosecution for additional filings falling within the SLE FIELD developed independently scope of the UNIVERSITY Patent Rights listed in Appendix A for which it pays the prosecution costs, keeping Northwestern informed with opportunity to consult as described above. Section 7.4 shall be replaced in its entirety with the following: Appendix A shall be replaced in its entirety with the updated and UNIVERSITY employees amended Appendix A attached hereto and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyincorporated by reference.

Patent Prosecution. 6.1 UNIVERSITY has or Except as provided in Section 6.4, M.I.T. shall apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such the foreign countries as listed in Appendix B hereto. Appendix B may be designated amended by The information below marked by [****] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Commission. I. T. agrees that it shall not abandon the prosecution of any patent applications under PATENT RIGHTS nor shall it fail to make any payment or fail to take any other action necessary to obtain or maintain a patent under PATENT RIGHTS unless it has notified LICENSEE in a written notice sufficient time for LICENSEE to UNIVERSITY within a reasonable time assume such prosecution, make such payment or take such action, and LICENSEE shall thereafter have the right to prosecute and/or maintain such PATENT RIGHTS at its expense in advance M.I.T.'s name, and M.I.T. shall thereafter render to LICENSEE all necessary assistance in order to facilitate such prosecution and/or maintenance. 6.2 LICENSEE shall reimburse M.I.T. for payment of all fees and costs relating to the filing, prosecution, and maintenance of the required foreign filing dates. PATENT RIGHTS incurred by M.I.T. after the Effective Date of this Agreement. 6.3 [****] 6.4 If, pursuant to Section 8.B.2 of the Research Agreement, LICENSEE obtains an exclusive license to a new invention which is added to PATENT RIGHTS, and if such new invention is jointly owned pursuant to Section 8.F. of the Research Agreement ("JOINT PATENT RIGHTS"), LICENSEE shall apply for, seek prompt issuance of, and maintain during the term of this Agreement at its own expense such JOINT PATENT RIGHTS in the United States and in such other countries as LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the elected. The prosecution, filing and maintenance of JOINT PATENT RIGHTS shall be the primary responsibility of LICENSEE; provided, however that patent counsel selected by LICENSEE is reasonably acceptable to M.I.T. LICENSEE (and by instruction its patent counsel) shall consult with M.I.T. and its patent counsel as to the preparation and filing, prosecution and maintenance of JOINT PATENT RIGHTS, and shall furnish to M.I.T. and its patent counsel copies of documents relevant to such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance sufficiently prior to filing such documents or making any payment due thereunder to allow for review and comment by M.I.T. and its patent counsel. If, at any time, LICENSEE shall elect not to pay the expenses of any patent application or patent application covered by the included in JOINT PATENT RIGHTSRIGHTS (which election may be limited to a specific country or countries), then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall so notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE M.I.T. within thirty (30) days after receipt of UNIVERSITY’S invoice thereforesuch consultation and shall thereby surrender its rights under JOINT PATENT RIGHTS in the country or countries affected, provided, however, that LICENSEE shall remain obligated for any COSTS incurred with respect to such patent application or patent prior to said election. Payments LICENSEE agrees that it shall not abandon the prosecution of any patent applications under JOINT PATENT RIGHTS nor shall it fail to make any payment or fail to take any other action necessary to obtain or maintain, in a patent under JOINT PATENT RIGHTS unless it has notified M.I.T. in sufficient time for M.I.T. to assume such prosecution, make such payment or take such action, and M.I.T. shall thereafter have the right to prosecute and/or maintain such JOINT PATENT RIGHTS at its expense in LICENSEE's name, and LICENSEE shall thereafter render to M.I.T. all necessary assistance in order to facilitate such prosecution and/or maintenance. The information below marked by [****] has been omitted pursuant to this Section 6.2 are not creditable against royaltiesa request for confidential treatment. The omitted portion has been separately filed with the Commission. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of file, prosecute, and maintain during the term Patent Rights using counsel of this Agreement the PATENT RIGHTS in its choice. UFRF shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Patent Rights. To the extent such foreign countries as may be designated by LICENSEE in a written notice documents are not otherwise publically available, Company agrees to UNIVERSITY keep such information confidential. 7.2 Licensee shall pay UFRF $[**] dollars, within a reasonable time in advance [**] of the required foreign filing dates. LICENSEE shall have the opportunity Effective Date to advise and cooperate reimburse expenses associated with UNIVERSITY in the preparation, filing, prosecution, filing issuance, maintenance, defense, and maintenance reporting of such patentsthe Patent Rights prior to the Effective Date. If UNIVERSITY decides (NOTE: the above referenced dollar amount in this Section 7.2 is subject to abandon change, as UFRF may not have received all related patent prosecution expense invoices from the law firm at the time of license negotiation.) 7.3 UFRF will solicit input from Licensee regarding (a) actions to be taken in connection with the Licensed Patent(s), and (b) fees, annuities, costs and expenses to be incurred in connection therewith. UFRF will submit, or will cause to be submitted to Licensee all correspondence or other materials related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights for Licensee’s review and comment prior to any filing or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEEother submission thereof, and LICENSEE UFRF will give due consideration to comments provided by Licensee or Licensee’s counsel and shall have reasonably incorporate the right at its comments of Licensee or Licensee’s counsel. If Licensee fails to provide comments regarding actions to be taken, submissions or payment of fees, annuities, or other costs or expenses within [**] of the date of UFRF’s submission thereof to Licensee then UFRF will assume Licensee has no comments. In the event that Licensee’s comments or proposed strategy is in conflict with the comments or proposed strategy of another licensee in a different field, Licensee, UFRF and the other licensee shall cooperate to determine whether a mutually agreeable approach (e.g., claim amendment, argument and/or filing strategy) is reasonably feasible and if such an approach is not reasonably feasible shall cooperate to file one or more additional applications to allow Licensee and the other licensee to pursue their own independent, field-specific claims in separate application free of conflict from one another. Each licensee shall bear the sole expense costs for such field-specific applications. Licensee shall pay all costs and expenses incurred by UFRF related to assume control of the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of such patent application or patent. If LICENSEE no longer wishes the Patent Rights that were not reimbursed pursuant to support the prosecution or maintenance Section 7.2 within [**] of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide receipt of an invoice from UFRF. 7.4 Licensee may elect upon [**] prior written notice to UNIVERSITY, and LICENSEE shall not be responsible decline to reimburse UFRF for such corresponding patent expenses for any Patent Right in any particular country or jurisdiction. In that are incurred subsequent case, the license granted to the date of receipt Licensee, with respect to those Patent Rights by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or terminates after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section [**] in that have been paid to the UNIVERSITY by prior licensees country or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesjurisdiction. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 12.2.1 SKI shall apply for file, maintain, and seek prompt issuance of and maintain during prosecute the term of this Agreement patent applications within the SKI PATENT RIGHTS to obtain patents thereon in such countries it deems appropriate. Upon the receipt of an invoice from the provider of patent services detailing the same, LICENSEE shall reimburse SKI for all past costs of filing, maintaining, and prosecuting the patent applications within the SKI PATENT RIGHTS, and LICENSEE shall pay all future costs for any such activities it approves in advance in writing. If LICENSEE declines to pay the costs of filing, maintaining, and prosecuting a patent or patent application, then LICENSEE's license to that patent or patent application hereunder shall terminate. SKI does not represent or warrant that any such patent will be obtained, and SKI shall, subject to Section 12.2.2, be responsible for determining whether to abandon any or all of said patent applications or any portions thereof. 12.2.2 SKI shall promptly notify LICENSEE in the United States and event SKI decides not to file or decides to abandon or discontinue prosecution or maintenance of any one or more patents or patent applications included in such foreign countries the SKI PATENT RIGHTS. Such notification will be given as may early as possible, which in no event will be designated by LICENSEE in a written notice less than sixty (60) days prior to UNIVERSITY within a reasonable time in advance of the required foreign filing datesdate on which said application(s) will become abandoned. LICENSEE shall have the opportunity option, exercisable upon written notification to advise and cooperate with UNIVERSITY in SKI, to assume full responsibility for the filing, prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent the affected patents or patent application covered by application(s), in LICENSEE's name, at its expense. Royalty obligations with respect to such affected patents or patent applications shall be governed by, and at the royalty rate, set forth in Section 7.1.4 for the life of such patent. 12.2.3 LICENSEE shall file, maintain, and prosecute the patent applications within the PATENT RIGHTSRIGHTS solely owned by LICENSEE to obtain patents thereon in such countries it deems appropriate, then UNIVERSITY shall provide written notice to LICENSEEat its own expense. LICENSEE does not represent or warrant that any such patent will be obtained, and LICENSEE shall have the right at shall, in its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not discretion be responsible for such corresponding determining whether to abandon any or all of said patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE applications or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeportions thereof. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY 7.1 University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patentspatents using its own patent counsel. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees sub licensees does not qualify as a “Small Entity” "small entity" as provided by the United States Patent and Trademark Office. 6.2 7.2 All fees and costs costs, including attorneys’ fees ' fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement Ninety Thousand Three Hundred Five Dollars and Eighty Six Cents ($90,305.86) ("Pre-agreement Expenses") shall be due immediately and payable quarterly by Licensee to University in twelve (12) equal quarterly installments in the responsibility amount of LICENSEE. LICENSEE shall not be required to reimburse Seven Thousand Five Hundred Twenty Five Dollars and Forty Eight Cents ($7,525.48), with the UNIVERSITY for any fees under this section that have been paid to first installment due and payable three months from the UNIVERSITY by prior licensees or any other third partyEffective Date. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-Agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University's invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University's out-of-pocket filing, prosecution, and maintenance costs (including all attorneys' fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 7.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or A. LICENSEE, at its own expense and utilizing the Patent Attorneys of its choice, shall apply have the sole right and responsibility, after consultation with CMCC, for the filing, prosecution and seek prompt issuance of and maintain maintenance during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by and patents contained in the PATENT RIGHTSPatent Rights set forth in Appendix 1; provided, then UNIVERSITY shall provide written notice to LICENSEEhowever, and LICENSEE that CMCC shall have the right at to approve LICENSEE's choice of patent attorneys, such approval not to be unreasonably withheld LICENSEE or its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE counsel shall provide written notice to UNIVERSITYCMCC with copies of all correspondence and documents filed with, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded received from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeOffice or any foreign patent office or patent agent. In addition, LICENSEE agrees that , where permitted, any patent applications shall be filed, and/or issued in the name of CMCC, and that any and all official or `ribbon' copies of issued patents shall be forwarded to, and retained by, CMCC. 6.2 All fees and costs including attorneys’ fees relating B. In the event LICENSEE elects not to file, prosecute, and/or maintain any patent applications and/or patents contained in the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. Patent Rights LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within so notify CMCC at least thirty (30) days after receipt prior to taking, or not taking, any action which would result in abandonment, withdrawal or lapse of UNIVERSITY’S invoice thereforesuch patent or patent application. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 In such event, LICENSEE shall provide to CMCC any authorization necessary to permit CMCC to file, prosecute and/or maintain said patent applications and/or patents, at its own expense utilizing counsel of its choice, and,. further, CMCC shall be free to license such patent applications and/or patents to any new patent application, and other party. LICENSEE shall have no further royalty obligations under this Agreement with respect to any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Right.

Patent Prosecution. 6.1 UNIVERSITY has or CHOP shall apply be responsible for, and shall reasonably pursue the preparation of, and shall control the preparation and prosecution of all patent applications and the maintenance of all patents related to CHOP INTELLECTUAL PROPERTY and JOINT INTELLECTUAL PROPERTY. SPONSOR agrees to reimburse CHOP for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a all reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecutiondocumented expenses, including, but not limited to, legal fees, filing and maintenance of such patents. If UNIVERSITY decides to abandon fees or other governmental charges incurred in connection with the preparation, filing, filing and prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution patent applications and maintenance of such patent application or patent. If LICENSEE no longer wishes the patents that SPONSOR requested CHOP to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice file and prosecute under Section 5.1; provided that (a) SPONSOR may decline to UNIVERSITY, and LICENSEE shall not be responsible reimburse CHOP for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance costs in any jurisdiction, in which case SPONSOR shall not have any obligation to reimburse CHOP for such costs and instead CHOP may pay such costs and the applicable patent applications in the applicable country shall be excluded from SPONSOR's options and right of first refusal under ARTICLE 6, (b) if, following SPONSOR’s exercise of its option under Section 6.1with respect to patent applications or patents contemplated by this Section 5.3, SPONSOR and CHOP do not enter into an exclusive license with respect thereto, SPONSOR shall have no responsibility for the costs and expenses of the PATENT RIGHTS whether patent applications or patents for which SPONSOR exercised its option and incurred prior to or after the EFFECTIVE DATE expiration of this Agreement the applicable negotiation period, and (c) SPONSOR shall be the responsibility of LICENSEE. LICENSEE shall not be required have no obligation to reimburse for the UNIVERSITY costs and expenses of the patent applications or patents for any fees which SPONSOR declines to exercise its option and incurred after the earlier of expiration of the applicable option period or the date on which SPONSOR declined to exercise its option. SPONSOR shall reimburse CHOP for expenses under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE Section 5.3 for which it is responsible within thirty (30) days after of receipt of UNIVERSITY’S invoice thereforeby CHOP requesting reimbursement. Payments pursuant With respect to this Section 6.2 are not creditable against royaltiesthe patents that SPONSOR is reimbursing CHOP for the expenses thereof, CHOP shall furnish copies of any and all such patent applications including any related prosecution documents in a timely manner to SPONSOR, shall provide SPONSOR an opportunity to comment on the prosecution of such cases and consider such comments in good faith. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Licensee shall have the opportunity first right to advise file, prosecute, and cooperate with UNIVERSITY maintain the Licensed Patents (including any Joint Patents which are Licensed Patents) in the prosecutionTerritory at Licensee’s cost and expense. (b) Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the Licensed Patents and shall promptly provide Licensor with a copy of any correspondence received from any patent authority in the Territory in connection therewith. In addition, filing Licensee shall provide Licensor with drafts of proposed material filings, including all patent applications, and maintenance correspondence to any patent authority in the Territory with respect to the Licensed Patents for Licensor’s review and comment at least [***] prior to the anticipated submission date or due date (whichever is earlier), and Licensee shall take all comments provided by Licensor under good faith consideration. (c) Licensee shall notify Licensor of such patents. If UNIVERSITY decides any decision to abandon the preparation, filing, cease prosecution or maintenance of any patent or patent application covered by Licensed Patents in any country in the PATENT RIGHTS, then UNIVERSITY Territory. Licensee shall provide written such notice at least [***] prior to LICENSEEany filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon Licensor’s request, Licensee shall transfer all files and LICENSEE shall have documents in Licensee’s control necessary for the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes Licensed Patent in such country to support Licensor, and thereafter Licensor shall have the right to continue prosecution or maintenance of any such Licensed Patent in such country at Licensor’s cost and expense. In such event, the principles in Section 5.2(b) shall continue to apply with respect to Licensor providing Licensee with drafts of proposed material filings, including all patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYapplications, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to correspondences in the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeperiods specified therein. 6.2 All fees (d) The Parties shall mutually agree on which Party will prosecute and costs including attorneys’ fees relating maintain Joint Patents which are not Licensed Patents based on the contribution of each Party to such Joint Invention and each Party’s potential interest in products based upon such Joint Invention. The principles in Sections 5.2(b) and 5.2(c) shall apply with respect to each Party’s rights and obligations for the filing, prosecution and maintenance of Joint Patents. (e) Each Party shall provide the PATENT RIGHTS whether incurred prior to or after other Party all reasonable assistance and cooperation in the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees patent prosecution efforts under this section that have been paid to the UNIVERSITY by prior licensees or Section 5.2, including providing any necessary powers of attorney and executing any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesrequired documents or instruments for such prosecution. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or SHIRE and its Affiliates shall apply be primarily responsible for all patent prosecution activities pertaining to the SHIRE Patents. SHIRE and seek prompt issuance of its Affiliates may, in their sole discretion, select patent counsel to prosecute, acquire from the relevant patent offices, defend and maintain during and handle any litigation, interference, opposition or other action pertaining to the term validity, enforceability, allowability or subsistence (all of the foregoing activities being referred to as "PATENT PROSECUTION ACTIVITIES") of all such SHIRE Patents. SHIRE shall provide, or cause to be provided, to UNIVERSITY within sixty (60) days of the Effective Date of this Agreement the PATENT RIGHTS a copy of all file histories of all pending U.S., European and Japanese patent applications included in the United States and in such foreign countries as may SHIRE Patents. SHIRE also shall, without written request, provide, or cause to be designated by LICENSEE in a written notice provided, to UNIVERSITY within a reasonable time in advance copies of material correspondence and pleadings with any patent office and/or court filed or received after the required foreign filing dates. LICENSEE shall have Effective Date that relate to the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance and/or litigation of any U.S., European and/or Japanese patent or patent application covered by included in the PATENT RIGHTS, then SHIRE Patents unless previously served on UNIVERSITY. SHIRE shall also promptly inform UNIVERSITY shall provide written notice to LICENSEEof any inter partes actions concerning the SHIRE Patents, and LICENSEE shall keep UNIVERSITY promptly advised of the status, proceedings and filings in such action. SHIRE shall further, on reasonable written request by UNIVERSITY, provide, or cause to be provided, to UNIVERSITY copies of material correspondence to or from and pleadings filed with any patent office and/or court that relates to the prosecution, opposition and/or litigation of any SHIRE Patent in any country. SHIRE and its Affiliates shall reasonably cooperate with UNIVERSITY to add, amend or delete any claims included in any patent application included in the SHIRE Patents directed to Licensed Compounds or methods for their use or manufacture; PROVIDED, THAT SHIRE and its Affiliates shall have the right at sole discretion as to whether any such claims shall be added, amended or deleted pursuant to UNIVERSITY's request or otherwise. If SHIRE or its sole expense relevant Affiliate decides to assume control of the preparation, filing, prosecution and maintenance of such abandon or allow to lapse any patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of patent in any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance country of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology Licensed Territory included in the SLE FIELD developed independently of the SHIRE Patents, SHIRE shall timely inform UNIVERSITY and UNIVERSITY employees or TRIANGLE, as they shall agree, shall be given the opportunity to assume Patent Prosecution Activities in respect thereof, at UNIVERSITY's or TRIANGLE's, as applicable, expense. If such Patent Prosecution Activities are assumed by TRIANGLE, the costs of such assumed Patent Prosecution Activities shall be deducted from royalty payments due to SHIRE and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent applicationits Affiliates, and such deduction shall be allocated between UNIVERSITY and TRIANGLE as they shall agree. UNIVERSITY or TRIANGLE, as applicable, may thereafter from time to time abandon or allow to lapse any patent that issues therefrom, or new technologyall Patent Prosecution Activities assumed hereunder.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply UVAPF will have exclusive responsibility for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTSprosecution, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution issuance and maintenance of the Licensed Patents, which will be owned by UVAPF; but UVAPF will keep PGx fully informed, will seek PGx’s comments and suggestions prior to taking material actions (including the filing of initial applications), and will take all actions reasonably recommended by PGx which would expand the scope of rights sought, including without limitation, recommendations to make filings in a country or countries outside of the United States of America, the costs for which will be deemed pre-approved by PGx hereunder. UVAPF will also authorize PGx to communicate directly with UVAPF’s patent counsel, said patent counsel to be chosen by mutual consent between UVAPF and PGx. Provided PGx has previously given its written approval (not to be unreasonably withheld) to the costs incurred by UVAPF in discharging the aforesaid responsibility, including without limitation, reasonable attorneys fees and costs of any appeal or patent litigation, PGx will reimburse any and all such patent application or patentcosts incurred by UVAPF after April 12, 1999. If LICENSEE no longer wishes PGx does not agree to support pay any costs which are necessary under law to the prosecution or maintenance protection of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYcertain rights at issue, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent UVAPF proceeds to incur those costs at its own expense, the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall rights at issue will thereafter be excluded from the PATENT RIGHTS. LICENSEE license granted hereunder, and UVAPF shall notify UNIVERSITY immediately ifbe free to license such rights to third parties, at without any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officefurther obligation to PGx. 6.2 All UVAPF shall, from time to time, invoice PGx for reimbursement of costs and fees in accordance with Article 6.1 herein above, and costs including attorneys’ fees relating PGx shall remit payment to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE UVAPF within thirty (30) days after of receipt of UNIVERSITY’S invoice thereforeeach such invoice. Payments pursuant Alternatively, upon instruction by UVAPF, patent counsel may directly ▇▇▇▇ PGx for such costs and fees, and PGx shall remit payment directly to this Section 6.2 UVAPF’s counsel, with the understanding that such direct payment does not create any attorney-client relationship with PGx. Any amounts due hereunder which are not creditable against royaltiesunpaid ninety (90) days after the date UVAPF or its counsel invoices PGx shall bear simple interest accrued at the annual rate equal to [ * ]. 6.3 LICENSEE If either party believes that a Licensed Patent is being infringed by a third party, such party shall own any new patent applicationnotify the other, and as part of such notice shall provide copies of all documentary evidence of such infringement. PGx will have the right but not the obligation to bring an infringement action against the alleged infringer, at PGx’s sole expense. UVAPF will cooperate as requested by PGx, and will be compensated by PGx for its reasonable out-of-pocket expenses, which PGx has approved for reimbursement prior to their having been expended. Nothing herein shall be construed to requires UVAPF to expend any patent that issues therefromamount not approved for reimbursement by PGx. No settlement, consent judgment, or new technology other voluntary final disposition of such suits may be entered into without the consent of UVAPF, which consent shall not unreasonably be withheld. Any damages paid (including without limitation compensatory damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) shall first be applied to the reimbursement of PGx’s reasonable costs, expenses and legal fees, including amounts PGx has reimbursed to UVAPF. The remaining balance of such damages shall be divided [ * ] percent ([ * ]%) to UVAPF and [ * ] percent ([ * ]%) to PGx. In the event that PGx elects not to bring or pursue an infringement action against an alleged infringer, UVAPF shall have the right, but not the obligation, to do so at its sole expense, and to retain all recovered damages. In such instances PGx will cooperate as requested by UVAPF, and will be compensated by UVAPF for its reasonable out-of-pocket expenses, which UVAPF has approved for reimbursement prior to their having been expended. Nothing herein shall be construed to require UVAPF to expend any amount not approved for reimbursement by PGx. 6.4 PGx acknowledges and agrees that all rights licensed by UVAPF hereunder are licensed “as is” and without any representation, indemnification or warranty with respect to possible infringement of third party rights. In the event of a third party infringement action against either party with respect to any Licensed Product, PGx will have the right but not the obligation to defend at PGx’s expense, with the understanding that failure to so defend may result in a default judgment against PGx, its Affiliates, its Sublicensees, and/or UVAPF. PGx shall indemnify and hold UVAPF harmless from any such action, and shall pay any damages resulting from judgment against UVAPF. UVAPF will cooperate as requested by PGx, and will be compensated by PGx for its reasonable out-of-pocket expenses, which UVAPF will only be required to expend if PGx has approved same for reimbursement. No settlement, consent judgment, or other voluntary final disposition of any suit which results in the SLE FIELD developed independently narrowing of the UNIVERSITY and UNIVERSITY employees and scope of any of the Licensed Patents or Licensed Know-how or UVAPF’s rights in or to same may be entered into without the consent of UVAPF, which shall not owe be unreasonably withheld. 6.5 PGx and UVAPF agree that the UNIVERSITY any fee Licensed Patents shall be extended by all means provided by law or royalty regulation including without limitation extensions provided under section 4 relating to such a new patent applicationU.S. law at 35 U.S.C. §§154(b), 155A, and any patent 156. PGx hereby agrees to provide UVAPF with all necessary assistance in securing such extensions, including without limitation providing all information regarding applications for regulatory approval, approvals granted, and the timing of same. PGx acknowledges that issues therefromextensions under 35 U.S.C. §156 must be applied for within sixty (60) days of the date that a Licensed Product receives permission under the provision of law under which the applicable regulatory review period occurred for commercial marketing or use, and that PGx’s failure to promptly provide the necessary information or new technologyassistance to UVAPF during such sixty day period will cause serious injury to UVAPF.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during (a) As between the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE Parties, Licensee shall have the opportunity first right to advise file, prosecute, and cooperate with UNIVERSITY maintain the Licensed Patents that specifically claim inventions directed to the Compound or Products (including for clarity any Joint Patents which are Licensed Patents) in the prosecutionTerritory (“Product-Specific Licensed Patents”), filing at Licensee’s cost and expense. As of the Effective Date, the Product-Specific Licensed Patents are expressly designated as such on Exhibit B. Promptly after the Effective Date, Licensor shall transfer the prosecution and maintenance of the Product-Specific Licensed Patents to Licensee or its counsel. As between the Parties, Licensor shall have first right to file, prosecute, and maintain the Licensed Patents (including for clarity any Joint Patents which are Licensed Patents) that are not Product-Specific Licensed Patents (“Non-Product-Specific Licensed Patents”) in the Territory at Licensor’s cost and expense. (b) Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the Product-Specific Licensed Patents and shall promptly provide Licensor with a copy of any material correspondence received from any patent authority in the Territory in connection therewith. In addition, Licensee shall provide Licensor with drafts of proposed material filings and correspondence to any patent authority in the Territory with respect to the Product-Specific Licensed Patents for Licensor’s review and comment at least [***] business days prior to the anticipated submission date or due date (whichever is earlier), and Licensee shall reasonably consider all comments provided to Licensee by Licensor within [***] business days of Licensor receiving such patents. If UNIVERSITY decides draft. (c) Licensee shall notify Licensor of any decision to abandon the preparation, filing, cease prosecution or maintenance of any patent or patent application covered by Product-Specific Licensed Patents in any country in the PATENT RIGHTS, then UNIVERSITY Territory. Licensee shall provide written such notice at least [***] days prior to LICENSEEany filing or payment due date, or any other due date that requires action, in connection with such Product-Specific Licensed Patent. In such event, upon Licensor’s request, Licensee shall transfer all files and LICENSEE shall have documents in Licensee’s possession and Control necessary for the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application Product-Specific Licensed Patent in such country to Licensor, and thereafter Licensor shall have the right to continue prosecution or patentmaintenance of such Product-Specific Licensed Patent in such country at Licensor’s cost and expense. If LICENSEE no longer wishes Licensor shall notify Licensee of any decision to support the cease prosecution or maintenance of any patent or patent application covered by Licensed Patents that is not a Product-Specific Licensed Patent in any country in the PATENT RIGHTS, then LICENSEE Territory. Licensor shall provide written such notice at least [***] days prior to UNIVERSITYany filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. In such event, upon Licensee’s request, Licensor shall transfer all files and documents in Licensor’s possession and Control necessary for the prosecution and maintenance of such Licensed Patent in such country to Licensee, and LICENSEE thereafter Licensee shall not be responsible for have the right to continue prosecution or maintenance of such corresponding patent expenses that are incurred subsequent Licensed Patent in such country at Licensee’s cost and expense. (d) Section 6.2(b) above shall apply mutatis mutandis as if Licensee were Licensor and as if Licensor were Licensee with respect to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior Non-Product-Specific Licensed Patents. (e) The Parties shall mutually agree on which Party will prosecute Joint Patents which are not Licensed Patents based on the contribution of each Party to or after such Joint Invention and each Party’s potential interest in products based upon such Joint Invention. (f) Each Party shall provide the EFFECTIVE DATE of this Agreement shall be other Party all reasonable assistance and cooperation in the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees patent prosecution efforts under this section that have been paid to the UNIVERSITY by prior licensees or Section 6.2, including providing any necessary powers of attorney and executing any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesrequired documents or instruments for such prosecution. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 8.1.1 ▇▇▇▇▇ shall apply bear the principal responsibility for and seek prompt issuance of shall file and prosecute all patent applications and maintain during all patents within the term Patent Rights in the United States of this Agreement America and in foreign countries; provided, however, that ▇▇▇▇▇ shall consult with CDI before initiating or ceasing any filing within the PATENT RIGHTS Patent Rights. ▇▇▇▇▇ shall keep CDI reasonably informed of the status of the patents and applications within the Patent Rights. In the event that ▇▇▇▇▇ elects to not file any patent application or ceases prosecution of any patent application or maintenance of any patent within the Patent Rights, ▇▇▇▇▇ shall inform CDI in due time, and CDI shall have the right, but not an obligation, to file such patent applications, prosecute such patent application or maintain such patent within the Patent Rights. 8.1.2 Payment of all costs and expenses relating to the filing, prosecution, and maintenance of the Patent Rights in the United States and in such foreign countries as may jurisdictions after the Effective Date shall be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance the responsibility of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution▇▇▇▇▇, filing and maintenance provided that upon reimbursement of such patentscosts and expenses to ▇▇▇▇▇ by CDI, CDI may then deduct such amounts from the amounts owing to ▇▇▇▇▇ under Section 4. If UNIVERSITY decides Notwithstanding the above, CDI shall not be obligated to abandon reimburse ▇▇▇▇▇ costs and expenses relating to 7 the preparation, filing, filing or prosecution of any patent application or maintenance of any patent or patent application covered by within the PATENT RIGHTS, then UNIVERSITY shall provide written notice Patent Rights in countries where CDI reasonably objects to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, such filing, prosecution or maintenance. In any country where CDI fails to reimburse ▇▇▇▇▇ fees and maintenance costs relating to filing or prosecution of such a patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any a patent or patent application covered by within the PATENT RIGHTSPatent Rights, then LICENSEE CDI's rights and license under this Agreement in such country shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of terminate six (6) months after receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance CDI of the PATENT RIGHTS whether incurred prior initial request by ▇▇▇▇▇ for reimbursement where the reimbursement is made by CDI within such six (6) month period. Reimbursement due ▇▇▇▇▇ pursuant to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs Section 8.1.2 shall be paid by LICENSEE CDI within thirty days (30) days after (but not later than one hundred eighty (180) days) of CDI's receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties▇▇▇▇▇'▇ itemized invoice. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. Section 6.1 UNIVERSITY has or shall LICENSEE and/or sublicensees shall, in the name of UFRFI, apply for and for, seek prompt issuance of of, and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in foreign countries. The prosecution, filing and maintenance of all Patent Rights patents and applications shall be the primary responsibility of LICENSEE and/or sublicensees. LICENSEE and/or sublicensees shall seek patent extension for patents licensed under the Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE and/or sublicensees, under such applicable laws and regulations throughout such countries, where such patent extension rights are available currently or are available in the future. LICENSEE and/or sublicensees shall keep UFRFI advised as to all developments with respect to the Patent Rights and shall supply to UFRFI copies of alt correspondence and papers received in connection therewith within ten (10) business days of receipt or filing thereof. LICENSEE and/or sublicensees must provide all correspondence to and advise UFRFI in a written notice timely manner in order to UNIVERSITY within a permit UFRFI to comment on all actions before they are taken by LICENSEE’s or sublicensee’s patent counsel. LICENSEE and/or sublicensees shall instruct their patent counsel to provide information regarding the status of all Patent Rights directly to UFRFI upon reasonable request of UFRFI from time in advance to time. All final decisions with respect to prosecution of the required foreign filing dates. LICENSEE shall have the opportunity Patent Rights are reserved to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark OfficeUFRFI. Section 6.2 All Payment of all fees and costs including attorneys’ fees relating to the filing, prosecution prosecution, and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Patent Rights shall be the responsibility of LICENSEE. Section 6.3 If LICENSEE desires that a patent application be filed on University Inventions, LICENSEE and/or sublicensees shall promptly prepare, file and prosecute a patent application or applications in UFRFI’s name, and/or any pertinent continuation, continuation-in part and/or reissue application(s) thereof in the United States directed to such University Inventions. University shall thereafter assign all such University Inventions to UFRFI. LICENSEE and/or sublicensees shall bear all expenses incurred in connection with such preparation, filing and prosecution of U.S. and foreign patent application(s) and patents directed to University Inventions. UFRFI shall cooperate with LICENSEE and/or sublicensees to assure that such application or applications, and any such continuation, continuation-in-part and/or reissue application(s) thereof will cover, to the best of LICENSEE’s and/or sublicensees’ knowledge, all items of commercial interest and importance. UFRFI shall have the right to advise and cooperate with LICENSEE and/or sublicensees in such prosecution, and such advice shall not be required rejected unreasonably. Section 6.4 If LICENSEE elects not to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30exercise its option(s) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 Agreement, or if LICENSEE or sublicensees decide to discontinue the financial support of the prosecution or maintenance of the protection of the Patent Rights in the United States and in foreign countries; or if LICENSEE or a sublicensee is grossly negligent in its prosecution or maintenance of the protection thereof, UFRFI shall own be free to file or continue prosecution or maintain any new patent applicationsuch application(s), and to maintain any patent that issues therefrom, or new technology protection issuing thereon in the SLE FIELD developed independently U.S. and in any foreign country at UFRFI’s sole expense. LICENSEE or sublicensees shall give UFRFI written notice of any decision to discontinue the financial support of the UNIVERSITY and UNIVERSITY employees and prosecution or maintenance of the Patent Rights, which notice shall not owe the UNIVERSITY be given sufficiently in advance of any fee filing or royalty under section 4 relating payment deadline to enable UFRFI to make such filing or payment in a new patent application, and any patent that issues therefrom, or new technologytimely manner.

Patent Prosecution. 6.1 UNIVERSITY has LICENSEE may designate by notice to USC or to the Patent Attorneys, after consultation with USC, countries where Licensed Patent Applications shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in be filed, which may include the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing datesor any other country. LICENSEE shall have the opportunity agrees to advise pay for all reasonable and cooperate with UNIVERSITY necessary out-of-pocket expenses incurred in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution prosecution, maintenance, renewal and continuation of Patent Applications in said designated countries, including all taxes, official fees and attorneys' fees. The patent law firm selected shall be mutually acceptable to USC and LICENSEE. USC shall be the client in the attorney-client relationship with such law firm and may provide instructions to such law firm regarding the scope and content of Patent Applications to be filed and prosecuted, subject to the right of LICENSEE to request USC to instruct such law firm, or maintenance instruct the law firm directly after consultation with USC, to cover any additional matters as LICENSEE may desire to assure that such Application covers all items of any patent or patent application covered by the PATENT RIGHTScommercial interest and importance, then UNIVERSITY shall provide written notice to USC will not unreasonably refuse requests of LICENSEE, . USC and LICENSEE each shall have the right at its sole expense receive copies of all correspondence with respect to assume control of the such preparation, filing, prosecution prosecution, renewal and maintenance continuation of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITYPatent Rights Patent Applications, and shall consult with each other regarding all such matters and the costs associated therewith. 6.2 LICENSEE shall not may elect in writing to be responsible for such corresponding patent expenses that are incurred subsequent to released from its License in any of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, Patent Rights Patents and Patent Rights Patent Applications in a particular country at any time during the term after initial filing costs have been paid, in which event it shall thereafter, upon notice of this Agreement, LICENSEE or such election being given to USC shall have no obligation to reimburse Princeton for any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees subsequent expenses relating to the filingsuch patent, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or application in such country, nor any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesright thereto. 6.3 LICENSEE shall own any new patent applicationAll inventions conceived or discovered under the Sponsored Research Agreement, and any patent that issues therefromby PRINCETON, USC, or new technology jointly, shall automatically become subject to this License Agreement. USC shall use reasonable efforts to ensure that Patent Rights Applications are promptly filed and prosecuted. 6.4 LICENSEE has the right to file of record in the SLE FIELD developed independently Patent Office for each Patent Rights Application that it is the exclusive licensee of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyPatent Rights.

Patent Prosecution. 6.1 UNIVERSITY University has or shall apply for and for, seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS Patent Rights in the United States and in such foreign countries as may be designated by LICENSEE Licensee in a written notice to UNIVERSITY University within a reasonable time in advance of the required foreign filing dates. LICENSEE Licensee shall have the opportunity to advise and cooperate with UNIVERSITY University in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE Licensee shall notify UNIVERSITY University immediately if, at any time during the term of this Agreement, LICENSEE Licensee or any of its sublicensees does not qualify as a “Small Entitysmall entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs costs, including attorneys’ fees fees, relating to the filing, prosecution prosecution, maintenance, and maintenance post grant proceedings relating to the Patent Rights shall be the responsibility of the PATENT RIGHTS Licensee, whether incurred prior to or after the EFFECTIVE DATE Effective Date. Such fees and costs incurred by University prior to the Effective Date in the amount of this Agreement [***] (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Licensee to University as follows: [***]due within five (5) business days of the responsibility Effective Date; and thereafter twelve (12) equal monthly installments of LICENSEE. LICENSEE shall not [***]with the first installment to be required to reimburse paid one (1) month following the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third partyEffective Date, and each month thereafter. Fees and costs incurred after the Effective Date, or fees and costs incurred before the Effective Date which are not included in the Pre-agreement Expenses stated above, shall be paid by LICENSEE Licensee within thirty (30) days after receipt of UNIVERSITY’S University’s invoice thereforetherefor. Additionally, Licensee shall be liable to University for all of University’s out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs), for any and all patent prosecution and maintenance actions that will be taken by patent counsel after the term of this Agreement but in response to any instructions that were sent during the term of this Agreement from University to patent counsel relating to the Patent Rights. Payments pursuant to this Section 6.2 are not creditable against royaltiesroyalties or any other payment due to University under this Agreement. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 Licensor shall apply for and seek prompt issuance of prosecute and maintain during the term Licensed Patents using counsel of this Agreement the PATENT RIGHTS in its choice. Licensor shall provide Licensee with copies of all documents sent to and received from the United States Patent and in Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may be designated by LICENSEE in a written notice information confidential. 7.2 Licensee shall pay to UNIVERSITY within a reasonable time in advance Licensor the sum of Forty-One Thousand Four Hundred Twenty-Eight Dollars and Eighty-Nine Cents ($41,428.89) to reimburse any and all expenses associated with preparation, filing, prosecution, issuance, maintenance, defense, and reporting of the required foreign filing datesLicensed Patents incurred prior to the Effective Date. LICENSEE This sum is payable in two payments with the first payment of 16,428,89 payable to Licensor within thirty (30) days of the Effective Date. The remaining $25,000 will be paid to Licensor no later than 4 months from the Effective Date. (NOTE: the above referenced dollar amount in this Section 7.2 is subject to change, as all related patent prosecution expense invoices may not have been received from the law firm at the time of license terms negotiation.) 7.3 Licensee shall have the opportunity be responsible for and pay all costs and expenses incurred by Licensor related to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS(including interferences), then UNIVERSITY shall provide written notice to LICENSEEissuance, maintenance, defense (including oppositions) and LICENSEE shall have the right at its sole expense to assume control reporting of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred Licensed Patents subsequent to the date and separate of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE those expenses cited in Section 7.2 within thirty (30) days after of receipt of UNIVERSITY’S an invoice thereforefrom Licensor. Payments pursuant It shall be the responsibility of Licensee to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own keep Licensor fully apprised of the “small entity” status of Licensee and all Sublicensees with respect to the U.S. patent laws and with respect to the patent laws of any new patent applicationother countries, if applicable, and to inform Licensor of any changes in writing of such status, within thirty (30) days of any such change. In the event that additional licenses are granted to licensees for alternate fields-of-use, patent expenses associated with Licensed Patents will be divided proportionally between the number of existing licensees. In the case of foreign patent protection, if Licensee gives sixty (60) days’ notice that issues therefromit intends to decline to reimburse Licensor for patent expenses for any Licensed Patent in any particular country, or new technology then the license granted hereunder respecting such Licensed Patent shall terminate after such sixty (60) days and Licensee relinquishes the right to commercialize Licensed Products in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyspecified country.

Patent Prosecution. 6.1 UNIVERSITY has or (1) As long as the Exclusive License is in effect, Burcon shall apply be responsible for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparationdrafting, filing, prosecution or and maintenance of all Burcon Patent Rights in the following countries: [commercially sensitive information redacted], provided that Burcon shall not be responsible to draft, file or prosecute any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparationBurcon Patent Rights listed in Schedule A as of the Effective Date in any of the above countries to the extent that it is not eligible, by virtue of the passage of time, to file a patent in any such country. Burcon covenants and agrees that it will use commercially reasonable efforts to diligently continue the prosecution of such patent rights with all practicable expedience as long as the Exclusive License is in effect, provided that as long as the Exclusive License is in effect, Burcon shall bear all fees and expenses associated with the drafting, filing, prosecution and maintenance of all Burcon Patent Rights. Burcon shall consult with the Corporation with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of such patent application or patentrights, while the Exclusive License is in effect. If LICENSEE no longer wishes to support Burcon shall consider the Corporation’s comments and recommendations during the prosecution or and maintenance of any patent or patent application covered by the PATENT RIGHTSBurcon Patent Rights, then LICENSEE shall provide written notice to UNIVERSITYwhile the Exclusive License is in effect, and LICENSEE shall not be responsible for such corresponding patent expenses provided that are incurred subsequent to all decisions in respect of the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifdrafting, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement Burcon Patent Rights shall be in Burcon’s sole discretion. In the responsibility of LICENSEE. LICENSEE event Burcon fails, while the Exclusive License is in effect, to maintain any Burcon Patent Rights, Burcon shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE notify The Corporation within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant making such decision and the Corporation shall have the right, but not the obligation, to this Section 6.2 are not creditable against royaltiesassume such maintenance. 6.3 LICENSEE (2) In the event the Corporation desires, while the Exclusive License is in effect, to expand the scope of patenting of any of the applications in the Burcon Patent Rights to include additional patents covering the Burcon Technology and/or Burcon Improvements or pursue patents in additional countries beyond those set forth above, Burcon shall own any new patent applicationcooperate with such requests; provided that the Corporation agrees to pay all costs associated with the prosecution and maintenance of such filings without deduction or offset to Royalties or other fees otherwise due hereunder unless mutually agreed to otherwise, and further provided that all such filings shall be in the name of Burcon and shall be deemed to be included within the Burcon Patent Rights. If the Corporation elects to expand the scope of patenting, the Corporation shall select the legal counsel of its choice that is acceptable, acting reasonably, to Burcon, and the Corporation will provide Burcon with copies of all documents to be filed in the prosecution of any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating application to such provide Burcon with a new patent applicationreasonable opportunity to comment, and the Corporation will consult with Burcon with regard to every material decision required to be made during the drafting, filing, prosecution and maintenance of any patent that issues therefrom, or new technologysuch application.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the (a) The filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to Patent Rights that are owned solely or after the EFFECTIVE DATE of this Agreement jointly by Northwestern shall be at the responsibility sole discretion of LICENSEENorthwestern provided that Northwestern shall keep Licensee reasonably informed and provide a timely and meaningful opportunity to advise and comment on all office actions and on the preparation, prosecution and maintenance of the Patent Rights which are owned solely or jointly by Northwestern, and shall reasonably consider any comments Licensee provides during such process. LICENSEE Licensee shall not be required reimburse Northwestern for all reasonable, documented costs and expenses associated with the Patent Rights in accordance with Section 5.8. Licensee represents and warrants that it is entitled to reimburse “small entity” status and shall immediately inform Northwestern in the UNIVERSITY event its entity status changes, including as a result of sublicensing efforts. 7.2 If Licensee determines that it wishes to stop paying for any fees patent application or patent within the Patent Rights, then it shall give sixty (60) days prompt written notice to Northwestern, whereafter Licensee shall have no further payment obligation with respect to that specific patent application or patent of the Patent Rights, all such rights of Northwestern in and to such patent application or patent of the Patent Rights and all patent applications filed therefrom and patents issuing on any such application shall revert immediately back to Northwestern, shall no longer be included in the Patent Rights licensed hereunder without requiring further action on the part of the parties, and Northwestern may license any or all of the foregoing to third parties without obligation or accounting to Licensee. 7.3 The parties shall cooperate in selecting a patent within the Patent Rights to seek a term extension for, or supplementary protection certificate, in accordance with the applicable laws of any country for each Licensed Product. Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation under law exists to so register or give notice. Licensee agrees to ▇▇▇▇ the Licensed Products in THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. such a manner as to conform with the patent laws and practice of any country of use, manufacture, shipment, sale, export or import and provide the notice required by Section 2.5. Upon request from Northwestern, Licensee shall provide evidence of proper marking. Each party agrees to execute any documents and to take any additional actions as the other party may reasonably request in connection with activities under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royaltiesArticle 7. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE LICENSORS shall have the opportunity sole and exclusive right, except as otherwise provided below, to advise file, prosecute and cooperate maintain any patents with UNIVERSITY claims covering inventions in the prosecutionLicensed Patent Rights. LICENSORS shall use good faith, filing diligent efforts to file, prosecute, and maintain such patents, including Supplementary Protection Certificates ("SPC") and Patent Term Extensions ("PTE") and the like, and shall consider the best interest of both LICENSEE and LICENSORS in so doing; provided, however, that LICENSOR shall defer to the LICENSEES request as to which patent(s), if any, should be the subject of an application for and/or selection of such SPC, PTE or the like. However, any such request by Licensee to obtain any such Patent Term Extension shall be procured by a mutually agreed external counsel. LICENSEE is solely responsible for providing all information required to obtain any Patent Term Extension, and within the relevant period for such filing, to said external counsel including, but not limited to, the identity of the product subject to regulatory review, the identity of the patent for which extension is being sought and the identity of each claim, all information needed to enable the eligibility of a patent for extension, the description of the activities undertaken by the applicant, or the LICENSEE as the case may be, during the applicable regulatory review period, and any other information required to obtain said Patent Term Extension. LICENSORS shall provide the external counsel all necessary assistance in terms of documentation and declarations that pertain to said patents needed to obtain Patent Term Extension. As of the first day of January 2007 LICENSEE will bear LICENSORS' external attorneys' costs and official fees necessary for filing, prosecuting and maintaining any patent claims covering inventions in the Licensed Patent Rights. LICENSORS' internal costs will be borne by themselves. At the end of each calendar quarter LICENSORS shall send LICENSEE a detailed specification of external costs and fees incurred in that quarter, if any. Upon receipt of such specification LICENSEE shall pay the external costs and fees within one month to the invoicing LICENSOR. Upon request from the LICENSEE, the invoicing LICENSOR shall provide invoices or other documents evidencing the external costs and fees. Notwithstanding the foregoing, the cost incurred by an external counsel retained to procure a Patent Term Extension shall be invoiced to, and paid for directly, by LICENSEE. If LICENSORS decline to file or prosecute a patent or maintain a patent within the Licensed Patent Rights, LICENSORS shall timely, at least three months before any relevant deadline, notify LICENSEE and LICENSEE may thereafter file and prosecute at its expense a patent or application or maintain a patent claiming such invention. LICENSORS shall in such case provide to LICENSEE all necessary assistance, in particular assignment declarations and copies of all relevant patent office correspondence and copies of the relevant patent application and all patent documents. As a result of its maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, patents or filing and or prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application applications (or patent. If paying any fees according to this Clause), LICENSEE no longer wishes shall obtain all rights in these patents (including SPCs and PTEs and the like) and patent applications for that jurisdiction and cease to support be obliged to further pay royalties here based on said patents (including SPCs, PTEs and the prosecution or maintenance of any patent like) or patent application covered by applications prosecuted or maintained at its own expense. Clause 9.3.1 of the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application License Agreement shall be excluded from deleted and replaced with the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during following: 9.3.1 In the term event of termination or expiry of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE following provisions (Clauses) of this Agreement shall survive in their entirety (2.2, 6.7, 8, 9.3, 13.1, 13.2, 13.3, 14.1, 14.4, 14.7). The following Clause 9.3.3 shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid added to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments License Agreement as follows: 9.3.3 Upon expiration, but not earlier termination, pursuant to this Section 6.2 are not creditable against royalties9.1, Licensee will have a non-exclusive, irrevocable, perpetual, fully-paid license, with the right to sublicense, to use the Clinical Data (Annex 1) as set forth in Clause 4.1. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

Patent Prosecution. 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity first right, but not the obligation, to advise prepare, file, prosecute (including to seek extensions of), maintain and defend all pending patent applications and patents comprising Licensed Patents (including any inter partes and opposition proceedings relative to Licensed Patents). LICENSOR shall reasonably cooperate with UNIVERSITY LICENSEE in the filing, prosecution, filing maintenance and defense of the Licensed Patents. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of LICENSOR and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of such patentsany Licensed Patents in any country. If UNIVERSITY decides LICENSEE elects not to abandon file, prosecute, maintain and defend any of the preparationLicensed Patents, filingLICENSOR may (but shall not be obligated to), prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written upon notice to LICENSEE, undertake such filing, prosecution, maintenance and defense of such Licensed Patents at LICENSOR’s sole cost and expense, subject to LICENSEE’s prior written consent, not to be unreasonably withheld. LICENSEE may prepare, file, prosecute, maintain and defend all Licensed Patents using counsel of its choice. In the event that LICENSEE changes counsel for any reason, LICENSEE shall have replace such counsel with new counsel of its choice that is reasonably acceptable to LICENSOR, provided, however, that if LICENSOR rejects the right at its sole expense to assume control choice of the preparation, filing, prosecution and maintenance of such patent application or patent. If new counsel by LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS[***], then LICENSEE shall provide written notice to UNIVERSITYbe free, in its sole discretion, Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent have been filed separately with the Securities and Exchange Commission pursuant to the date Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of receipt by UNIVERSITY the Securities Exchange Act of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS1934, as amended. to choose an attorney of its choice. LICENSEE shall notify UNIVERSITY immediately ifinstruct counsel to promptly provide LICENSOR with copies of all relevant documentation so that LICENSOR may be currently and promptly informed and appraised of the prosecution of Licensed Patents, at but in no case [***] in advance of any time during deadline for filing a response, and so that LICENSOR may comment upon such documentation sufficiently in advance of any final deadline for filing a response, provided, however, that if LICENSOR has not commented upon such documentation [***] to the term of this Agreementfinal deadline for filing a response, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as shall be free to respond appropriately without waiting for LICENSOR’s comments, if any. LICENSEE shall, in good faith, consider all reasonable comments provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEELICENSOR. LICENSEE shall not finally and irrevocably cancel all Valid Claims in a Licensed Patent without LICENSOR’s prior written consent, not to be required unreasonably withheld, it being understood that abandonment of a Licensed Patent shall not be deemed a cancellation of all Valid Claims in such Licensed Patent if a continuation or similar application claiming priority (directly or indirectly) to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees such Licensed Patent is filed and which continuation or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, application includes one or new technology in the SLE FIELD developed independently more Valid Claims of the UNIVERSITY and UNIVERSITY employees and abandoned Licensed Patent. Both parties hereto shall not owe keep this documentation in confidence in accordance with the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technologyprovisions of Article 12 herein.

Patent Prosecution. 6.1 UNIVERSITY has or 7.1 UFRF shall apply for and seek prompt issuance of diligently prosecute and maintain during the term Licensed Patents using counsel selected by UFRF and reasonably acceptable to Licensee. UFRF shall provide Licensee with copies of this Agreement the PATENT RIGHTS in all patent applications amendments, and other filings with the United States Patent and in Trademark Office and foreign patent offices. UFRF will also provide Licensee with copies of office actions and other communications received by UFRF from the United States Patent and Trademark Office and foreign patent offices relating to Licensed Patents. Licensee agrees to keep such foreign countries as may information confidential. 7.2 Licensee shall be designated responsible for and pay all future costs and expenses incurred by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon UFRF for the preparation, filing, prosecution or prosecution, issuance, and maintenance of any patent or patent application covered the Licensed Patents within thirty (30) days of receipt of an invoice from UFRF. Licensee shall be responsible for and pay all past costs and expenses incurred and invoiced by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of UFRF for the preparation, filing, prosecution, issuance, and maintenance of the Licensed Patents within ninety days (90) of the execution of this amended License Agreement. It shall be the responsibility of Licensee to keep UFRF fully apprised of the “small entity” status of Licensee with respect to the U.S. patent laws and with respect to the patent laws of any other countries, if applicable, and to inform UFRF of any changes in such status, within thirty days of any such change. 7.3 UFRF will provide Licensee with prior written notice in the event that UFRF elects not to prosecute and/or maintain a patent application or patent included in the Licensed Patents in any country and, upon such election, Licensee shall have the right to prosecute such patent application or patent in such country or countries (and any additional countries it may choose) at its own discretion and expense. UFRF shall provide Licensee with ninety (90) days prior written notice of its decision, and such notice shall be given no later than ninety (90) days prior to a non-extendable deadline for prosecution and or maintenance of such patent application or patentpatent in such country. 7.4 Licensee will provide UFRF with prior written notice in the event that Licensee elects not to pay UFRF for the costs of a patent application or patent included in the Licensed Patents in any country and, upon such election, UFRF shall have the right to prosecute such patent application or patent in such country or countries at its own discretion and expense. If LICENSEE With sixty (60) days written notice to Licensee, UFRF shall have the right to license such patent application or patent in such country or countries if patent costs remain nonreimbursed. Licensee shall provide UFRF with ninety (45) days prior written notice of its decision, and such notice shall be given no longer wishes later than ninety (45) days prior to support the a non-extendable deadline for prosecution or maintenance of any such patent application or patent application covered by in such country. Licensee shall have no rights in such patents in such country or countries upon the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately ifUFRF, at any time during the term of this Agreement, LICENSEE or any provided that UFRF will provide Licensee sixty days notice of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Officeintention to License such patents in such countries. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.