Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. A. CMCC shall apply for, seek prompt issuance of, and maintain during the term of this Agreement 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, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activities, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to provide recommendations to CMCC and shall cooperate with CMCC in the preparation, filing, prosecution and maintenance of the Patent Rights. CMCC and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actions, and other draft documents pertaining to such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. 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. Outstanding uninvoiced patent costs are currently approximately $42,000 (forty two thousand) dollars. Licensee shall pay such current costs within ten (10) days of the Effective Date of this Agreement. 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 thirty (30) days. If 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 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. 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 so notify Licensee in a timely manner and, subject to the rights of the United States government, CMCC will allow Licensee to assume the filing, prosecution and/or maintenance of such application or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Right. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, maintain and/or retain such Patent Right.

Patent Prosecution. A. CMCC in cooperation with Licensee shall apply for, seek prompt issuance of, and maintain during the term of this Agreement the Patent Rights set forth in Appendix 11 through patent counsel mutually agreeable to both partners. The specifications parties agree that ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ is a mutually acceptable patent counsel as of any such patent application the date hereof, and any patent issuing thereon shall statethat, to the extent applicableif Licensee so requests within three (3) months hereof, “This invention was made with government support under [contract] awarded by [Federal agency]▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ would be mutually acceptable. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activities, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to provide recommendations to advise CMCC and shall cooperate with CMCC in the preparationprosecution, filing and maintenance of the Patent Rights. B. Licensee shall reimburse to CMCC the amount of all fees and costs relating to the filing, prosecution and maintenance of the Patent Rights. CMCC and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actions, and other draft documents pertaining to Rights whether such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves fees and/or costs were incurred before or after the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. 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. Outstanding uninvoiced patent costs are currently approximately $42,000 (forty two thousand) dollars. Licensee shall pay such current costs within ten (10) days of the Effective Date date of this Agreement. Upon request CMCC shall provide to Licensee an itemized invoice of CMCC, and only upon all such CMCC request, Licensee agrees to have CMCC’s patent counsel directly ▇▇▇▇ Licensee fees and Licensee shall directly pay such invoices in compliance with such counsel’s customary business terms, but in any event to CMCC all amounts due under said invoice within thirty (30) days. If 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 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 termsdate of said invoice. C. In the event that CMCC elects, in its sole discretion, elects not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall so notify Licensee in a timely manner and, subject to the rights within thirty (30) days of the United States government, CMCC will allow such decision so that Licensee to may assume the filing, prosecution and/or maintenance of such application or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Rightat Licensee's expense. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, pursue and/or maintain and/or retain such Patent Right. Licensee shall have no further royalty obligations under this Agreement with respect to any such Patent Right.

Patent Prosecution. A. CMCC shall 6.01 NCSU will apply for, seek prompt issuance ofprosecute, and maintain during the term of this Agreement the Agreement, all patents and patent applications specified as Patent Rights set forth in the United States and in the foreign countries listed in Appendix 1A hereto. The specifications Licensee must inform NCSU in writing which foreign countries, if any, in which Licensee desires patent protection and Appendix A will be amended in writing to reflect those designations. NCSU may elect to seek or maintain patent protection in countries not so designated by Licensee, in which case NCSU and/or its other licensees of any Patent Rights, if any, are responsible for all expenses attendant thereto. However, in such instances, such patent application applications or issued patents will not be Patent Rights (Appendix A shall be deemed to be so amended accordingly, if necessary) and any Licensee forfeits all rights under this Agreement to such patent issuing thereon shall stateapplications and resulting patents. 6.02 Licensee will be given reasonable opportunities to advise NCSU in the filing, to the extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct will cooperate with NCSU in such Patent Rights’ activitiesfiling, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. At Licensee’s request and expense, Licensee shall be provided with copies of all prosecution documents relating to Patent Rights so that Licensee may have reasonable opportunities the opportunity to provide recommendations offer comments and remarks thereon, such comments and remarks to CMCC and shall cooperate be given due consideration by NCSU. However, notwithstanding anything to the contrary in this Agreement, all decisions with CMCC in respect to the preparation, filing, prosecution prosecution, and maintenance of Patent Rights are reserved solely to NCSU. 6.03 During the term of this Agreement, payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patent RightsRights are the responsibility of Licensee, whether such fees and costs were incurred before or after the Effective Date. CMCC Licensee must pay all such fees and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actionscosts within 30 days of receipt of an invoice for the same, and other draft documents pertaining failure to pay such invoice within such 30-day period is a default hereunder for which NCSU may terminate this Agreement in accordance with Article 10.03. Notwithstanding the foregoing, in the event that there are multiple Licensees of the Patent Rights’ activities, which the patent costs shall be submitted shared pro rata among the Licensees, with such sharing to CMCC reflect the scope of the license, field of use, and its outside territory for each Licensee. 6.04 If Licensee provides NCSU with written notification that it will no longer support the filing, prosecution, or maintenance of a specified patent(s) and/or patent counsel application(s) within the Patent Rights, then Licensee's responsibility for review fees and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right to make all final decisions with respect costs related to the preparation, filing, prosecution prosecution, and maintenance of such patent applications and patents. 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 subject Patent Rights. Outstanding uninvoiced patent costs are currently approximately $42,000 (forty two thousand) dollars. Licensee shall pay such current costs within ten (10) days of the Effective Date of this Agreement. 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 thirty (30) days. If 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 Rights will terminate sixty (60) days prior after NCSU’s receipt of such written notification; however, in such instances, sixty (60) days after NCSU’s receipt of written notification, such patents and/or patent applications will no longer be included in Patent Rights (and Appendix A is deemed to be so amended accordingly), and Licensee surrenders all rights under this Agreement to such action patents, patent applications, 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 any patents issuing therefrom (60)-day notice period (or such longer period specified in Licensee’s notice“Surrendered Patent Rights”). 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 6.05 To the event CMCC electsextent reasonably practical, Licensee must ▇▇▇▇ any Licensed Product and/or Licensed Service sold in its sole discretion, not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC shall so notify Licensee in a timely manner and, subject to the rights of the United States governmentand/or their containers, CMCC will allow Licensee labels, and/or other packaging with all applicable United States patent numbers. All Licensed Products or Licensed Services shipped to assume or sold in other countries must be marked in such a manner as to conform with the filing, prosecution and/or maintenance patent laws and practices of such application the country of manufacture or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Right. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, maintain and/or retain such Patent Rightsale.

Patent Prosecution. A. CMCC shall apply for, seek prompt issuance of, and maintain during 5.1 During the term of this Agreement Agreement, Licensee shall have the sole initial right (i) to file such United States and/or foreign patent applications covering patentable inventions included within the Technology or any Developments created by or on behalf of PAA as Licensee shall, in its sole discretion, deem advisable, (ii) to prosecute and defend all patent applications referred to in clause (i), and (iii) to maintain in force any patents resulting from such applications. Licensee shall bear all costs associated with the foregoing filing, prosecution, defense and maintenance incurred after the Effective Date. Without limitation of the foregoing, Licensee shall prosecute with reasonable diligence and at its sole expense the Patent Rights set forth Application, except that Licensee shall not be obligated to prosecute any divisional resulting from the Patent Application if such divisional does not include at least one claim with substantial application in Appendix 1. The specifications the Field of Use, as determined by Licensee in its reasonable discretion. 5.2 If Licensee determines not to file any such patent application after request by PAA, or not to prosecute any such patent application or to maintain any such patents, Licensee shall timely provide PAA with written notice of such determination, in which event PAA shall have the right to file or prosecute such application or maintain such patents entirely at its own expense, unless Licensee has a reasonable basis for such determination (including, without limitation, Licensee's preference for keeping the relevant Technology or Development a trade secret). Licensee's written notice of such determination shall state the reasonable basis. If the reasonable basis is Licensee's preference for keeping the relevant Technology or Development a trade secret, the trade secret shall be identified in the written notice and such Trade Secret shall become a Valid Claim for purposes of this Agreement. It shall be unreasonable for Licensee to prefer to keep any patent issuing thereon shall state, Technology or Development a trade secret if such Technology or Development is not material to the extent applicable, “This invention was made Field of Use. 5.3 Each party shall (i) timely advise the other in writing of its intentions with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be respect to the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activities, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to provide recommendations to CMCC and shall cooperate with CMCC in the preparation, filing, prosecution and maintenance of patent applications and patents as set forth above in order to allow the Patent Rights. CMCC and its outside patent counsel will permit Licensee and its patent counsel other the opportunity to prepare draft patent applicationscomment thereon, draft responses to patent office communications and office actionswhich comments the party shall consider in good faith, and (ii) at its own expense, provide the other draft documents pertaining with reasonable assistance to such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves facilitate the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. B. Licensee patents as set forth above, and shall reimburse CMCC for execute all patent costsdocuments which the other party reasonably deems necessary or desirable therefor. Without limitation of the foregoing clause (ii), pastPAA shall, present and future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent Rights. Outstanding uninvoiced patent costs are currently approximately $42,000 within seven (forty two thousand) dollars. Licensee shall pay such current costs within ten (107) days of the Effective Date of this Agreement. Upon request of CMCCDate, cause to be delivered to Licensee all prosecution file history 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 thirty (30) days. If 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 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 other documents relating 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 termsPatent Application. 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 so notify Licensee in a timely manner and, subject to the rights of the United States government, CMCC will allow Licensee to assume the filing, prosecution and/or maintenance of such application or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Right. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, maintain and/or retain such Patent Right.

Patent Prosecution. A. CMCC Licensor shall apply for, seek prompt issuance of, and maintain during the term of this Agreement the Patent Rights set forth in Appendix 12. The specifications of any such patent application and any patent issuing thereon shall state, to the extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activities, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenanceLicensor. Licensee shall have reasonable opportunities to provide recommendations to CMCC advise Licensor, including concerning the selection and/or retention of counsel, and shall cooperate with CMCC Licensor in the preparationprosecution, filing and maintenance of the Patent Rights. Licensor agrees to implement requests from Licensee to the extent such requests are reasonable and not in conflict with the policies and objectives of the Licensor. B. Licensee shall reimburse to Licensor the amount of all fees and costs relating to the filing, prosecution and maintenance of the Patent RightsRights incurred after the date of this Agreement. CMCC Licensor shall provide to Licensee an itemized invoice of all such fees and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actions, and other draft documents pertaining to such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. 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. Outstanding uninvoiced patent costs are currently approximately $42,000 (forty two thousand) dollars. Licensee shall pay such current costs to Licensor all amounts due under said invoice within ten (10) days of the Effective Date date of this Agreement. 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 thirty (30) dayssaid invoice. If Licensee elects the Patent Rights are licensed to no longer pay the expenses of a patent application or patent included within Patent Rightsthird parties, 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 costs 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 termsequitably apportioned. C. In the event CMCC elects, in its sole discretion, Licensor elects not to pursue, maintain or retain a particular Patent Right licensed to Licensee hereunder, then CMCC Licensor shall so notify Licensee in a timely manner and, subject to the rights of the United States government, CMCC will allow sufficient time for Licensee to assume the filing, prosecution and/or maintenance of such application or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Rightat Licensee's expense. In such event, CMCC Licensor shall provide to Licensee any authorization necessary to permit Licensee to pursue, pursue and/or maintain and/or retain such Patent Right. Licensee shall have no further royalty obligations under this Agreement with respect to any such Patent Right.

Patent Prosecution. A. CMCC shall apply for, seek prompt issuance of, and maintain during the term of this Agreement the Patent Rights set forth in Appendix 12. The specifications of any such patent application and any patent issuing thereon shall state, to the extent applicable, “This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” The prosecution, filing and maintenance of all Patent Rights applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activitiesin its sole discretion, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree except that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to provide recommendations to advise CMCC and shall cooperate with CMCC in the preparation, filing, prosecution and maintenance of the Patent Rights. CMCC and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actions, and other draft documents pertaining to such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and consideration. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. B. Licensee shall reimburse CMCC for all out-of-pocket patent costs, past, present and future incurred by CMCC for the preparation, filing, prosecution and maintenance of patents underlying the Patent RightsRights provided CMCC has not granted a license under Patent Rights to any third party. Outstanding uninvoiced 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 ***Confidential Treatment Requested*** Licensee of CMCC’s determination of the amount of reduction of a payment due under this Paragraph B. Patent costs are currently approximately $42,000 (forty two thousand) dollars[…***…]. Licensee shall pay such current costs within ten (10) days of after the Effective Date of this AgreementAgreement 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 thirty (30) […***…] days. If Licensee elects to no longer pay the expenses of a patent application or issued patent included within Patent RightsRights in a given portion of the Territory, Licensee shall notify CMCC not less than sixty (60) […***…] days prior to such action and shall thereby surrender its rights under such patent application, or issued patent applicationto 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 (60)-day […***…]-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. 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 so notify Licensee in a timely manner and, subject to the rights of the United States governmentgovernment and any other contractual obligations to research sponsors, CMCC will allow 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 on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Rightat Licensee’s expense. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, pursue and/or maintain and/or retain such Patent Right, on such economic and other terms as the parties shall mutually agree.

Patent Prosecution. A. CMCC shall apply for, seek prompt issuance of, and maintain during the term of this Agreement 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, “"This invention was made with government support under [contract] awarded by [Federal agency]. The government has certain rights in this invention.” " The prosecution, filing and maintenance of all Patent Rights Rights, including Improvements, Analogue Inventions, and New Developments applications and patents shall be the primary responsibility of CMCC. CMCC shall select outside patent counsel reasonably acceptable to Licensee to conduct such Patent Rights’ activitiesin its sole discretion, and to prosecute, file and maintain such Patent Rights in those countries as Licensee shall reasonably specify. CMCC and Licensee agree except that Licensee will be copied on all patent correspondence and allowed direct interaction with CMCC’s patent counsel regarding such patent prosecution, filing and maintenance. Licensee shall have reasonable opportunities to provide recommendations to advise CMCC and shall cooperate with CMCC in the preparation, filing, prosecution and maintenance of the Patent Rights. CMCC and its outside patent counsel will permit Licensee and its patent counsel to prepare draft patent applications, draft responses to patent office communications and office actions, and other draft documents pertaining New Developments applications and patents if such applications and patents are optioned or licensed to such Patent Rights’ activities, which shall be submitted to CMCC and its outside patent counsel for review and considerationLicensee. Licensee’s recommendations will not be unreasonably denied, however CMCC reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents. 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, including Improvements and Analogue Inventions, and New Developments if such New Developments are optioned to Licensee. Outstanding uninvoiced Unpaid patent costs accrued under the Existing Agreements are currently approximately $42,000 (forty two thousand) dollars[**]. Licensee shall pay such current costs within ten (10) [**] days of the Effective Date of this Agreement. Upon request of CMCC, and only upon such CMCC request, Licensee agrees to have CMCC’s 's patent counsel directly ▇▇▇▇ Licensee and Licensee shall directly pay such invoices in compliance with such counsel’s 's customary business terms, but in any event within thirty (30) days. If 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 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. 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 so notify Licensee in a timely manner and, subject to the rights of the United States government, CMCC will allow Licensee to assume the filing, prosecution and/or maintenance of such application or patent on such economic and other terms as the parties mutually agree. Licensee may elect to continue to pursue, maintain or retain such Patent Right. In such event, CMCC shall provide to Licensee any authorization necessary to permit Licensee to pursue, maintain and/or retain such Patent Right.thirty