Common use of PATENT PROTECTION Clause in Contracts

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE After the EFFECTIVE DATE, Biohaven shall be responsible for any and all present and future on-going costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after PATENT RIGHTS. Upon the EFFECTIVE DATE. Any , any and all such United States and foreign territory patent applications, and resulting issued patents, patents shall remain become the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyBiohaven. 10.2 LICENSEE After the EFFECTIVE DATE, Biohaven shall be responsible for all present and future ongoing costs and strategies of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS PATENT RIGHTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyTERRITORY. 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE If Biohaven does not agree intend to pay the expenses of filing, prosecuting or maintaining a given patent application or a given patent within the LICENSED PATENTS in any country outside including the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a given patent application or patent in the United States, then Biohaven shall give ALS prompt written notice of such abandonment pursuant to Section 4.3 hereof unless it determines in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to good faith that such patent application or patent would not be in that countryits best interest. 10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment ALS shall use its REASONABLE COMMERCIAL EFFORTS to provide Biohaven with a schedule of such costs shall be madeproposed patent filings, at YALE’s option, either directly to including jurisdictions and instruct patent counsel or to provide fee estimates for review by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b)Biohaven. 10.5 All patent applications under the LICENSED PATENTS PATENT RIGHTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEEBiohaven. Said independent patent counsel shall be ultimately responsible to YALE. YALE Biohaven shall instruct patent counsel to keep both YALE ALS, FCCDC and LICENSEE Biohaven fully informed of the progress of all patent applications and patents, and to give both YALE ALS, FCCDC and LICENSEE Biohaven reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE ALS shall have no liability to LICENSEE Biohaven for damages, ; whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 LICENSEE Biohaven shall xxxx, and shall require its AFFILIATES and SUBLICENSEES LICENSEES to xxxx, all LICENSED PRODUCTS, PATENT PRODUCTS that are tangible products, with the numbers of all patents included in LICENSED PATENTS PATENT RIGHTS that cover the LICENSED PATENT PRODUCTS. Without limiting the foregoing, all LICENSED PATENT PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PATENT PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATEPATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 10.2. LICENSEE shall be responsible for all ongoing past, present and future costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with and agreed to by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically the LICENSE with respect to such patent application or patent in shall terminate automatically with respect to that country. 10.4 10.4. The costs mentioned in Articles Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] thirty (30) day period, LICENSEE shall be responsible for any charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE under Article 13.1(b)Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep both YALE YALE, LICENSEE and LICENSEE LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, disclosures and including other matters in the opportunity to review course of patent prosecution and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faithmaintenance. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6 10.6. LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTSPRODUCTS IN CLASS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patents and patent applications contained in the LICENSED POOLED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED POOLED PATENTS in provided that, to the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEEextent such POOLED PATENTS are [***], in each case that are LICENSEE shall bear such costs [***], and wherein such costs were incurred by YALE after the EFFECTIVE DATE. All such applications or patents . 10.2 YALE’s ownership interest in the POOLED PATENTS shall remain the property of YALE. Notwithstanding the foregoing, with YALE agrees to negotiate in good faith with LICENSEE to reduce and LICENSEE’s payment on LICENSED PATENTS ownership interest in the event that the LICENSED POOLED PATENTS outside of FIELD is licensed by YALE to a third partyshall remain with LICENSEE. 10.3 If, upon receipt of written notice of the request of YALE, If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application POOLED PATENT owned in whole or patent within the LICENSED PATENTS in part by YALE in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application POOLED PATENT owned in whole or patent in part by YALE in the United States, then [***]. In the event that LICENSEE decides to abandon or discontinue paying the expenses of filing, prosecuting or maintaining any of the POOLED PATENTS owned in each case as required under Articles 10.2 and 10.3whole or in part by LICENSEE, then LICENSEE’s rights under this Agreement LICENSEE shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment promptly inform YALE of such costs shall be madedecision, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within and in no event less than [***] of receiving days before any deadline necessary to maintain patent rights with that particular POOLED PATENT. YALE may then elect, at its invoicesole discretion and its sole expense, to continue to prosecute or maintain such POOLED PATENT. If In such event, LICENSEE fails to make payment shall provide reasonable cooperation to YALE at YALE’s sole expense. Nothing in this Agreement shall be construed to grant (by implication, estoppel or patent counselotherwise) any licenses to YALE under any patents owned or controlled by LICENSEE including, as appropriatewithout limitation, within the any POOLED PATENTS owned in whole or part by LICENSEE, whether or not abandoned by LICENSEE and/or subsequently prosecuted or maintained by YALE under this Article. [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 Certain information in this document has been omitted and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, separately with the numbers of all patents included in LICENSED PATENTS that cover Securities and Exchange Commission. Confidential treatment has been requested with respect to the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that countryomitted portions.

PATENT PROTECTION. 10.1 The patent applications contained in the LICENSED INTELLECTUAL PROPERTY and the dates they were filed are listed in Appendix “A.” It is understood that as of the EFFECTIVE DATE, no patent protection exists in the U.S. or any foreign country but only the potential to realize the same. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 10.2 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States U.S. patent applications contained in the LICENSED PATENTS that are INTELLECTUAL PROPERTY, incurred by YALE prior to and after the EFFECTIVE DATE. Any and all such United States U.S. patent applications, and resulting issued patents, patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 10.3 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEEINTELLECTUAL PROPERTY, in each case that are incurred by YALE prior to and after the EFFECTIVE DATE, in the countries selected by LICENSEE or YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.2 10.2, 10.3 and 10.3 10.5 shall include, but are not limited to, to any past, present and future taxes, annuities, working fees, maintenance fees, and renewal and extension charges. Payment Within thirty (30) days of the FUNDING DATE, and upon receipt of an itemized invoice, payment of such costs incurred prior to the EFFECTIVE DATE of this AGREEMENT shall be made, at YALE’s option, either directly to patent counsel or made by direct reimbursement to YALE. In either case, YALE estimates these past costs to be approximately $46,000.00. LICENSEE shall make payment of costs incurred after the EFFECTIVE DATE of this AGREEMENT directly to Patent Counsel. LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its their invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All After the EFFECTIVE DATE, LICENSEE will be primarily responsible for the preparation, filing, prosecution and maintenance of all patent applications under and patents covering the LICENSED PATENTS INTELLECTUAL PROPERTY. Such patent applications and patents shall be prepared, prosecuted, filed and maintained by independent patent LICENSEE’s counsel chosen of choice, currently Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, unless otherwise agreed by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE LICENSEE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures. LICENSEE shall retain substantive control of and responsibility for direct preparation, prosecution, filing and maintenance; however, any submission that may materially adversely affect the scope of the LICENSED PATENTS, or the claims contained therein, shall be subject to the prior written approval of YALE, such approval not to be unreasonably withheld or delayed. YALE agrees to cooperate with LICENSEE and to use reasonable efforts to obtain the cooperation of its employees, including the opportunity to review INVENTOR(S), as might reasonably be requested in connection with the preparation, filing and comment on all draft responses to applicable prosecution of such patent offices prior to submission thereofapplications. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will LICENSEE may not abandon any patent application, pending claim, issued patent or issued patent claim under the LICENSED INTELLECTUAL PROPERTY without ninety (90) days prior written notice to YALE to allow YALE to assume the prosecution of such patent application at its own expense. If LICENSEE does not agree to pay or fails to pay the expenses of filing, prosecuting or maintaining a patent application in the United States or any country outside the United States or if LICENSEE elects to abandon any patent application in any country, then LICENSEE’s rights under this AGREEMENT may be terminated by YALE only with respect to that patent or patent for which application in that country after sixty (60) days’ notice from YALE, if not cured by LICENSEE is bearing expenses without LICENSEE’s consentwithin said sixty (60) day notice period. YALE On the EFFECTIVE DATE, LICENSEE will take over payment of all such costs invoiced by Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP. The party directing prosecution shall have no liability to LICENSEE the other party for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. from its good faith decisions, actions and omissions in connection with such prosecution, except as provided in this Article 10. LICENSEE will have the right, but not the obligation, to defend and enforce the LICENSED INTELLECTUAL PROPERTY in any interference proceedings. 10.6 LICENSEE shall xxxxapply, and shall require AFFILIATES and SUBLICENSEES sublicensees to xxxxapply, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS and SERVICES are made, soldsold or used, used or shipped, including, but not limited to, and in accordance with the applicable patent laws of that country.

PATENT PROTECTION. 10.1 10.1. From and after the EFFECTIVE DATE, LICENSEE shall be responsible for all present and future actually incurred, reasonable costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATEPATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 10.2. From and after the EFFECTIVE DATE, LICENSEE shall be responsible for all ongoing actually incurred, reasonable costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together LICENSEE with LICENSEEthe consent of YALE, in each case that are incurred by YALE after the EFFECTIVE DATEnot to be unreasonably withheld, conditioned or delayed. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, 10.3. If LICENSEE does not agree fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent PATENT in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent LICENSED PATENT in that countrythe United States. 10.4 10.4. The costs mentioned in Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, fees and renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of thirty (30) days after receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All (a) Subject to this Article 10.5, all pending patent applications under and issued patents included in the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent outside patent counsel chosen by YALE and reasonably acceptable subject to the approval of LICENSEE. Said independent patent counsel shall , not to be ultimately responsible to YALEunreasonably withheld. YALE shall instruct patent counsel to (i) keep both YALE and LICENSEE fully regularly informed of the progress of the prosecution, issuance and maintenance of all such patent applications and patents, (ii) make itself available with reasonable notice, at reasonable times and to with reasonable frequency for consultation with LICENSEE and its outside patent counsel, (iii) give both YALE and LICENSEE reasonable opportunity to review and comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account (iv) give due consideration in good faithfaith to comments received from LICENSEE or its outside patent counsel and (v) give LICENSEE at least thirty (30) days prior written notice of all meetings and material communications with any patent authorities concerning the LICENSED PATENTS and to permit LICENSEE to participate in such meetings or communications. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses included in the LICENSED PATENTS without LICENSEE’s prior written consent. YALE LICENSEE shall have no the sole right, in good faith, to determine whether to seek or obtain any patent term extension(s), restoration(s) or the like that may be available in the future with respect to the LICENSED PATENTS in any part of the LICENSED TERRITORY. Neither party shall have any liability to LICENSEE the other party for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with patent prosecution hereunder if such prosecutionparty shall have complied with its obligations under this Article 10.5(a). 10.6 (b) Notwithstanding Article 10.5(a), upon thirty (30) days written notice to YALE, LICENSEE (or its AFFILIATES or SUBLICENSEES) shall have the right to assume the sole responsibility for the preparation, prosecution, filing and maintenance, by outside patent counsel chosen thereby and reasonably acceptable to YALE, of all pending patent applications and issued patents included in the LICENSED PATENTS; provided that such rights shall be expressly subject to the obligations of LICENSEE (or, as applicable, its AFFILIATES or SUBLICENSEES) to instruct patent counsel to (i) [********], (ii) keep YALE regularly informed of the progress, issuance and maintenance of all such patent applications and patents, (iii) give YALE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures, (iv) give due consideration in good faith to comments received from YALE or its outside patent counsel, (v) not make any changes that would materially limit either the scope or number of claims without YALE’s prior written consent and (vi) not to finally abandon any patent application included in the LICENSED PATENTS without YALE’s prior written consent. 10.6. LICENSEE shall xxxx, and shall require AFFILIATES and contract with its SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 9.1. LICENSEE shall be responsible for all past and present and future costs of preparing, filing, prosecution prosecuting and maintenance maintaining of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS TECHNOLOGIES in the countries outside the United States FIELD. LICENSEE shall be responsible for all future costs of preparing, filing, prosecuting and maintaining of all patent applications and patents contained in the LICENSED TERRITORY selected by YALE TECHNOLOGIES in good faith together with LICENSEEthe FIELD. Any and all such patent applications and patents, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALEMOFFITT. Notwithstanding For the foregoingavoidance of doubt, YALE agrees prosecution shall include re-examinations, reissues, interferences, inter-partes review, post-grant review, oppositions and the like. LICENSEE shall pay to negotiate in good faith with MOFFITT past patent costs of approximately [***] dollars ($[***]) by March 15, 2022. 9.2. LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the event that LICENSED TECHNOLOGIES in the FIELD at least in the United States, Member states of the European Patent Organization (EPO) excluding Turkey, and the EPO Validation states. LICENSEE shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the LICENSED PATENTS outside of TECHNOLOGIES in the FIELD is licensed in other countries selected by YALE MOFFITT and agreed to a third party. 10.3 If, upon receipt of written notice of the request of YALE, by LICENSEE. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United Statessuch other countries, or fails to pay the expenses of filingthen MOFFITT may file, prosecuting or maintaining prosecute and maintain such a patent application or patent in the United States, in each case as required under Articles 10.2 such other countries at its own expense and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country.issued patent 10.4 9.3. The costs mentioned in Articles 10.2 Sections 9.2 and 10.3 9.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s XXXXXXX’x option, either directly to patent counsel or by reimbursement to YALEMOFFITT. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE MOFFITT or patent counsel, as appropriate, within the thirty day period, LICENSEE shall be charged a [***] period, LICENSEE shall be responsible for any percent ([***]%) surcharge on the invoiced amount per month or fraction thereof or such higher amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE MOFFITT under Article 13.1(b)Section 12.1. 10.5 All 9.4. MOFFITT shall have the right to file, prosecute and maintain the patent applications under and patents contained in the LICENSED PATENTS shall be preparedTECHNOLOGIES using counsel of its choice. MOFFITT, prosecutedhowever, filed agrees to delegate to LICENSEE the responsibility to direct the filing, prosecution and maintained by maintenance of such patent applications and patents using independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEEby MOFFITT. Said independent patent counsel shall be ultimately represent both LICENSEE and MOFFITT. LICENSEE shall have such responsibility to direct the filing, prosecution and maintenance of such patent applications andpatents, unless and until MOFFITT, in its sole discretion, determines that MOFFITT desires to assume such responsibility using counsel of its choice. 9.5. With respect to any patent applications and patents contained in the LICENSED TECHNOLOGIES, the party responsible to YALE. YALE shall instruct for directing prosecution (the “Prosecuting Party”) and patent counsel to shall (a) consult with the other party (the “Non-prosecuting Party”) and keep both YALE and LICENSEE the Non prosecuting Party fully informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party fully informed about patent strategy with respect to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of such patent applications and patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement all draft responses the Non-prosecuting Party’s reasonable comments on such patent filings, and (e) provide the Non-prosecuting Party with final copies of such documents. LICENSEE agrees to applicable use commercially reasonable efforts to obtain broad and strong patent offices prior to submission thereofprotection in the best interest of MOFFITT and LICENSEE. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE The Prosecuting Party will not finally abandon any patent application application, or patent for which LICENSEE is bearing expenses make decisions that would have a material impact on the nature or scope of any claims without LICENSEEthe Non-prosecuting Party’s prior written consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 9.6. LICENSEE shall xxxxapply, and shall require AFFILIATES and SUBLICENSEES to xxxxapply, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS TECHNOLOGY are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 9.7. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by any employee, staff, or agent of LICENSEE, then LICENSEE shall promptly notify MOFFITT in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by inventors named in the LICENSED PATENTS who are employees of MOFFITT, and disclosure of the conceived invention to MOFFITT, then MOFFITT shall promptly notify LICENSEE in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect.

PATENT PROTECTION. 10.1 9.1. LICENSEE shall be responsible for all past and present and future costs of preparing, filing, prosecution prosecuting and maintenance maintaining of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS TECHNOLOGIES in the countries outside the United States FIELD. LICENSEE shall be responsible for all future costs of preparing, filing, prosecuting and maintaining of all patent applications and patents contained in the LICENSED TERRITORY selected by YALE TECHNOLOGIES in good faith together with LICENSEEthe FIELD. Any and all such patent applications and patents, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALEMOFFITT and/or USF. Notwithstanding For the foregoingavoidance of doubt, YALE agrees prosecution shall include re-examinations, reissues, interferences, inter-partes review, post-grant review, oppositions and the like. The past patent costs and the filing costs for national stage filings in Canada, Japan, Israel, Australia, New Zealand, Europe and Russia for PCT/US17/30962 as of March 10, 2019 were approximately $[***]. LICENSEE shall pay to negotiate in good faith with MOFFITT [***] dollars ($[***]) by March 30, 2019, and LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS shall also pay MOFFITT [***] ($[***]) within ninety (90) days of the Effective Date. 9.2. LICENSEE shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the event that LICENSED TECHNOLOGIES in the FIELD at least in the United States, Member states of the European Patent Organization (EPO) excluding Turkey, and the EPO Validation states. LICENSEE shall pay for filing, prosecuting and maintaining the patent applications and patents contained in the LICENSED PATENTS outside of TECHNOLOGIES in the FIELD is licensed in other countries selected by YALE MOFFITT and agreed to a third party. 10.3 If, upon receipt of written notice of the request of YALE, by LICENSEE. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United Statessuch other countries, or fails to pay the expenses of filingthen MOFFITT may file, prosecuting or maintaining prosecute and maintain such a patent application or patent in the United States, in each case as required under Articles 10.2 such other countries at its own expense and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or issued patent. For clarity, MOFFITT reserves the right to pay for filing, prosecuting and maintaining the patent in that countryapplications and patents claiming the FIRST LICENSED TECHNOLOGIES outside of the FIRST FIELD, and MOFFITT reserves the right to pay for filing, prosecuting and maintaining the patent applications and patents claiming the SECOND LICENSED TECHNOLOGIES outside of the SECOND FIELD. 10.4 9.3. The costs mentioned in Articles 10.2 Sections 9.2 and 10.3 9.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s XXXXXXX’x option, either directly to patent counsel or by reimbursement to YALEMOFFITT. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE MOFFITT or patent counsel, as appropriate, within the thirty day period, LICENSEE shall be charged a [***] period, LICENSEE shall be responsible for any percent ([***]%) surcharge on the invoiced amount per month or fraction thereof or such higher amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE MOFFITT under Article 13.1(b)Section 12.1. 10.5 All 9.4. MOFFITT shall have the right to file, prosecute and maintain the patent applications under and patents contained in the LICENSED PATENTS shall be preparedTECHNOLOGIES using counsel of its choice. MOFFITT, prosecutedhowever, filed agrees to delegate to LICENSEE the responsibility to direct the filing, prosecution and maintained by maintenance of such patent applications and patents using independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEEby MOFFITT. Said independent patent counsel shall be ultimately represent both LICENSEE and MOFFITT. LICENSEE shall have such responsibility to direct the filing, prosecution and maintenance of such patent applications and patents, unless and until MOFFITT, in its sole discretion, determines that MOFFITT desires to assume such responsibility using counsel of its choice. 9.5. With respect to any patent applications and patents contained in the LICENSED TECHNOLOGIES, the party responsible to YALE. YALE shall instruct for directing prosecution (the “Prosecuting Party”) and patent counsel to shall (a) consult with the other party (the “Non-prosecuting Party”) and keep both YALE and LICENSEE the Non-prosecuting Party fully informed of the progress of all the preparation, filing, prosecution and maintenance of such patent applications and patents, (b) consult with the Non-prosecuting Party and keep the Non-prosecuting Party fully informed about patent strategy with respect to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of such patent applications and patents, (c) provide to the Non-prosecuting Party advance copies of documents relevant to preparation, filing, prosecution and maintenance of such patent applications and patents sufficiently in advance of filing to allow the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the Non-prosecuting Party a reasonable opportunity to review and comment on such documents, (d) consider and implement all draft responses the Non-prosecuting Party’s reasonable comments on such patent filings, and (e) provide the Non-prosecuting Party with final copies of such documents. LICENSEE agrees to applicable use commercially reasonable efforts to obtain broad and strong patent offices prior to submission thereofprotection in the best interest of MOFFITT and LICENSEE. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE The Prosecuting Party will not finally abandon any patent application application, or patent for which LICENSEE is bearing expenses make decisions that would have a material impact on the nature or scope of any claims without LICENSEEthe Non-prosecuting Party’s prior written consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 9.6. LICENSEE shall xxxxapply, and shall require AFFILIATES and SUBLICENSEES to xxxxapply, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS TECHNOLOGY are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country. 9.7. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by any employee, staff, or agent of LICENSEE, then LICENSEE shall promptly notify MOFFITT in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect. Upon the conception of a process, product, machine, manufacture and method thereof, compound, composition of matter, method of treatment, apparatus, kit, or any part thereof, including formulations, chemical analogues, diagnostics, and dosing and scheduling protocols, which are modifications enhancements, derivative works of, or improvements to the LICENSED TECHNOLOGIES by inventors named in the LICENSED PATENTS who are employees of MOFFITT, and disclosure of the conceived invention to MOFFITT, then MOFFITT shall promptly notify LICENSEE in writing of the conceived invention, and a patent application shall be promptly filed such that the LICENSED TECHNOLOGY IMPROVEMENT shall be conceived and reduced to practice while this Agreement is in effect.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATEPATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain be jointly owned by LICENSEE and YALE; and, without limiting the property operation of YALE. Notwithstanding Article 3.1, Article 3.2, and Article 3.4, all right, title and interest, and all rights and obligations, of LICENSEE and YALE therein and thereto (including in and to INVENTIONS claimed thereby) shall be governed by United States patent law, and either party shall, upon the foregoingwritten request of the other party, YALE agrees take all such actions and make all such assignments as are required to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyachieve such intended result. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATELICENSEE using its reasonable commercial judgment. All such applications or patents shall remain be jointly owned by LICENSEE and YALE; and, without limiting the property operation of YALE. Notwithstanding Article 3.1, Article 3.2, and Article 3.4, all right, title and interest, and all rights and obligations, of LICENSEE and YALE therein and thereto (including in and to INVENTIONS claimed thereby) shall be governed by United States patent law, and either party shall, upon the foregoingwritten request of the other party, YALE agrees take all such actions and make all such assignments as are required to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyachieve such intended result. 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALELICENSEE. YALE LICENSEE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE YALE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 10.4 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 10.1. LICENSEE shall be responsible for all documented past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in and patents directly associated with the LICENSED PATENTS which have not otherwise been reimbursed, or that are incurred not otherwise reimbursable, by YALE after the EFFECTIVE DATEanother third party. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 10.2. LICENSEE shall be responsible for all ongoing documented past, present and future costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in directly associated with the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to in good faith together with LICENSEEwriting by LICENSEE which have not otherwise been reimbursed, in each case or that are incurred not otherwise reimbursable, by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a another third party. 10.3 10.3. If, upon receipt of written notice of the request of YALE, LICENSEE does not agree fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside country, then YALE may terminate this AGREEMENT to the United States, or fails extent permitted in accordance with Article 13.1(b). 10.4. With respect to pay the expenses payment of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required costs payable by LICENSEE under Articles 10.2 and 10.3: (a) LICENSEE shall pay all such documented patent expenses incurred prior to the EFFECTIVE DATE within thirty (30) days of its receipt of an invoice therefor; provided, then LICENSEE’s rights under this Agreement that such expenses shall terminate automatically be consistent with respect to such patent application or patent in that countryexpenses as disclosed to LICENSEE prior to the EFFECTIVE DATE. 10.4 (b) LICENSEE shall pay all such documented patent expenses incurred on or following the EFFECTIVE DATE within sixty (60) days of its receipt of an invoice therefor. 10.5. The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s optionsole discretion, either directly to patent counsel counsel, or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] sixty (60) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay such costs shall be grounds for termination by YALE under and to the extent permitted in accordance with Article 13.1(b). 10.5 All 10.6. Except as provided herein or in the SRA (including with respect to any patent application with respect to a JOINT INVENTION (as defined in the SRA), which shall be subject to the terms and conditions of the SRA), all patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. Notwithstanding the foregoing, YALE shall have no obligation to file, prosecute, or maintain any of the LICENSED PATENTS if LICENSEE has failed to make any payments required under, or is otherwise in material breach of, this AGREEMENT or any other agreement with YALE. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. Notwithstanding anything to the contrary contained herein, should YALE elect not to file, prosecute or maintain any patent or patent application included within the LICENSED PATENTS or LICENSED INFORMATION, LICENSEE may do so at its own cost on behalf of YALE. YALE shall reasonably cooperate with LICENSEE, at LICENSEE’s expense, in its attempt to secure patent rights to any such patent or patent application. 10.6 10.7. LICENSEE shall xxxx, and shall require its AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present past, present, and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that which costs are incurred not covered by YALE after the EFFECTIVE DATEamount payable by LICENSEE under Section 5.1. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing past, present, and future costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that and agreed to by LICENSEE which costs are incurred not covered by YALE after the EFFECTIVE DATEamount payable by LICENSEE under Section 5. 1. All such applications or patents shall remain the property of YALE. Notwithstanding LICENSEE acknowledges that YALE shall not be required to file any such applications in low or lower-middle income countries, as designated by the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyWorld Bank (xxx.xxxxxxxxx.xxx). 10.3 If, upon receipt of written notice of the request of YALE, If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically the LICENSE with respect to such patent application or patent in shall terminate automatically with respect to that country. YALE reserves the right to require LICENSEE to pay patent expenses in advance, based upon good-faith estimates from YALE’s patent counsel. 10.4 The costs mentioned in Articles Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any charged a [**] Percent ([**]%) surcharge plus interest of [**] Percent ([**]%) per month or fraction thereof on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment whatsoever when due. YALE shall be entitled to recover reasonable attorneys’ fees and costs related to the administration or enforcement of this AGREEMENT following such failure to pay. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge or interest shall be grounds for termination by YALE under Article 13.1(b)Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep both YALE YALE, LICENSEE and LICENSEE LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, disclosures and including other matters in the opportunity to review course of patent prosecution and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faithmaintenance. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. [**] YALE shall [**] LICENSEE’s [**] under this AGREEMENT [**] LICENSEE’s [**]. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6 LICENSEE shall xxxx, and shall require SUBLICENSEES and AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTSPRODUCTS IN CLASS. Without limiting the foregoing, all LICENSED PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding If YALE enters into any license agreements with third parties to any of the foregoingLICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. Any third parties which have already entered into a license with YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that for the LICENSED PATENTS outside or any portion of FIELD is licensed by them are listed in Appendix B. YALE to shall update Appendix B within 60 days of a third partylicense of the LICENSED PATENTS. 10.2 After the EFFECTIVE DATE, LICENSEE shall be responsible for all ongoing future costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with and agreed to by LICENSEE or requested by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding If *** Certain information on this page has been omitted and filed separately with the foregoing, Commission. Confidential treatment has been requested with respect to the omitted portions. Yale Confidential YALE agrees enters into any license agreements with third parties to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that any of the LICENSED PATENTS outside PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of FIELD is licensed licensees (including LICENSEE) to the applicable LICENSED PATENTS. LICENSEE acknowledges that YALE shall not file any such applications in low or lower-middle income countries, as designated by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, World Bank (xxx.xxxxxxxxx.xxx). If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS PATENT in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent LICENSED PATENT in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent that LICENSED PATENT in that country. 10.4 10.3 The costs mentioned in Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account shall give due consideration in good faithfaith to all LICENSEE requests or instructions. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 10.4 If commercially feasible, LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTSPRODUCTS to the extent required by applicable law. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 7.1 Patent Protection for INVENTIONS listed in Exhibit B is as follows: US Patent Number 5,101,072 was issued March 31, 1992; US Patent Number 5,214,068 was issued May 25, 1993 and US Patent Number 5,256,820, issued October 26, 1993. It is understood as that of the date hereof patent protection exists in the United States but not in any foreign countries but only the potential to realize the same. Patent Protection for Inventions listed in Exhibit C is as follows: A patent application covering the Invention "Novel L-2', 3' - Dideoxy Nucleoside Analogs As Anti-Hepatitis B (HBV) Agents" has been prepared and was filed on July 28, 1993, (S.N. 098,650). It is understood as that of the date hereof no patent protection exists in the United States or any foreign country but only the potential to realize the same. 7.2 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States U.S. patents and patent applications contained in covering the LICENSED PATENTS that are INVENTIONS incurred by YALE prior to and after the EFFECTIVE DATE. Any and all such United States patent applicationsdate of this Agreement, and resulting issued patentsincluding without limitation attorney's fees, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, and renewal and extension charges. Payment of such costs shall be made, and shall, at YALE’s 's option, either punctually pay such costs directly or punctually reimburse YALE for such costs. Any and all such U.S. patent applications and patents resulting therefrom shall remain the property of YALE. 7.3 LICENSEE at LICENSEE's expense, shall prepare and file foreign patent applications covering the INVENTIONS in such foreign countries as are determined by YALE and agreed to by LICENSEE. Determination of which foreign countries in which patent counsel or by reimbursement to application shall be filed shall be made no later than ninety (90) days following the date hereof. Any and all such foreign patent applications and patents resulting therefrom shall remain the property of YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge all costs of prosecution and maintenance of all such foreign patents and patent applications, including without limitation attorney's fees, taxes, annuities, working fees, maintenance fees, and renewal and extension charges, and shall punctually pay all such costs directly on behalf of both parties. If LICENSEE does not agree to bear the invoiced amount as may be charged by patent counsel. Failure expenses of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All filing patent applications under in any foreign countries in which YALE wishes to obtain patent protection, then YALE may file and prosecute such application at its own expense, and YALE may terminate LICENSEE's license to the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any foreign country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that countrycountries.

PATENT PROTECTION. 10.1 10.1. LICENSEE shall be responsible reimburse YALE for all present reasonable and future customary costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after accrued as of the EFFECTIVE DATEDATE or during the TERM of this Agreement. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 10.2. LICENSEE shall be responsible reimburse YALE for all ongoing costs reasonable and customary costs, accrued as of the EFFECTIVE DATE or during the TERM of this Agreement, of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with and agreed to by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement with respect to such patent or patent application shall terminate automatically with respect to such patent application or patent in that country. 10.4 10.4. The costs mentioned in Articles 10.2 10.1 and 10.3 102 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] thirty day period, LICENSEE shall be responsible for any charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such higher amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE under Article 13.1(b13.1 (b). 10.5 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE Yale shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 10.6. LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 9.1 The patent applications covering the INVENTION and the dates they were filed are listed in Appendix “A.” It is understood that as of the date of final execution of this Agreement no patent protection exists in the U.S. or any foreign country but only the potential to realize the same. 9.2 With regards to the United States, YALE, at LICENSEE’S request, shall file patent applications and continuations-in-part in YALE’S name and at LICENSEE’S expense, covering the INVENTION and thereafter, YALE shall prosecute such patent applications. YALE shall consult with LICENSEE shall be responsible for all present and future costs of as to the preparation, filing, prosecution and maintenance of all United States patent applications contained for the INVENTION and any patents resulting therefrom and shall promptly furnish LICENSEE with copies of documents relevant to such consultation. Within thirty (30) days of receiving such documents from YALE or as soon as reasonably practical in the LICENSED PATENTS that are incurred event a response is required imminently, LICENSEE will provide YALE with comments or suggestions relating to such documents. YALE will give due consideration to any modifications or additions suggested by YALE after the EFFECTIVE DATELICENSEE. Any and all such United States U.S. patent applications, continuations-in-part, and resulting issued patents, patents claiming the INVENTION where inventors are solely employees of YALE shall remain the property of YALE. Notwithstanding All other U.S. patents, patent applications, continuations and continuations-in-part that are subject to this Agreement and arising out of the foregoingResearch Agreement shall be owned pursuant to the terms stated in Section 8 of the Research Agreement. 9.3 With regards to all intended international filings, all conversions of international applications according to the Patent Cooperation Treaty into national or regional patent applications, and all filings of translations of a granted European patent in the national patent offices of the member states of the European Patent Convention in relation to the Licensed Intellectual Property, YALE shall inform LICENSEE as soon as possible but in no event less than thirty (30) days prior to such intended international filings, conversions or national filings. LICENSEE will notify YALE if it wishes YALE to prosecute such Licensed Intellectual Property in the following group of countries at LICENSEE’S expense: United States, Japan, Australia, Canada, Europe (only member states of the European Patent Convention). Upon such notification, YALE agrees to negotiate file patent applications in good faith such countries. In addition, if requested by LICENSEE in writing, YALE shall file in additional countries designated by LICENSEE, provided that LICENSEE agrees to pay for the costs associated with such additional filings. If LICENSEE chooses not to reduce LICENSEE’s payment proceed with the filing and/or prosecution of any of the Licensed Intellectual Property in any country of the countries listed above, it shall notify YALE not less than thirty (30) days prior to the day on LICENSED PATENTS which LICENSEE intends such patent filing and/or prosecution to cease, or as soon as reasonably practical in the event that the LICENSED PATENTS outside of FIELD a response is licensed by YALE to a third party. 10.2 required before eminently. In such case, LICENSEE shall not be responsible obligated to pay on-going patent expenses for all ongoing costs of filingsuch Licensed Intellectual Property in such country, prosecution and maintenance of all foreign patent applications and patents contained LICENSEE’S rights under this Agreement may be terminated, solely with respect to that country pursuant to Section 12.5. In the event YALE wishes to file and/or prosecute the Licensed Intellectual Property in the LICENSED PATENTS in any country other than the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEElisted above, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, and LICENSEE does not agree to pay the expenses of filingfile, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails YALE may file at its own expense and LICENSEE shall not be obligated to pay the on-going patent expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to for such patent application or patent in such country. In such case, LICENSEE’S rights under this Agreement may by terminated, solely with respect to that country pursuant to Section 12.5. For the avoidance of any doubt, LICENSEE acknowledges that YALE, at its sole discretion, may cease prosecution of such patent application or maintenance of any patent resulting therefrom in such country at any time. Upon the filing of such patent application, YALE shall notify LICENSEE that Yale has filed a patent application in such country. YALE shall have the right to license its rights in such patent application and/or patent in such country to a third party, provided however, that YALE agrees that during the seven (7) years period from the filing of the patent application in such country, before accepting an offer from a third party, YALE will give LICENSEE the opportunity to obtain a license to such patent application and/or patent at the same financial compensation that a third party is willing to pay to YALE, YALE shall inform LICENSEE of such offer and shall allow LICENSEE sixty (60) days in which to elect whether to license YALE’S interest in such rights under the terms of such offer. 10.4 9.4 The costs mentioned in Articles 10.2 9.2 and 10.3 9.3 shall include, but are not limited to, to any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or selected by reimbursement YALE and reasonably acceptable to YALELICENSEE. In either case, LICENSEE shall make payment directly to the appropriate party patent counsel within [***] Thirty (30) Days of receiving its their invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] thirty day period, LICENSEE shall be responsible for obligated to pay any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination reasonable late charges incurred by YALE under Article 13.1(b)as a result of such delay. 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 10.1. LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATEPATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyINSTITUTIONS. 10.2 10.2. LICENSEE shall be responsible for all ongoing present and future costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with INSTITUTIONS and agreed to by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third partyINSTITUTIONS. 10.3 If, upon receipt of written notice of the request of YALE, 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s 's rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country. 10.4 10.4. The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Such past costs shall be payable pursuant to Section 5.1 herein. Payment of such future costs shall be made, at YALE’s 's option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] thirty day period, LICENSEE shall be responsible for any charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such higher amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE under Article 13.1(b13.5(b). 10.5 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen selected by YALE LICENSEE and reasonably acceptable agreed to LICENSEEby YALE. Said independent LICENSEE shall be responsible for directing prosecution. With respect to any LICENSED PATENTS, LICENSEE and patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both (a) consult with YALE and LICENSEE keep YALE fully informed of about the progress of all patent applications and patents, including all issues relating to the preparation, filing, prosecution and to give both maintenance of LICENSED PATENTS, (b) consult with YALE and LICENSEE reasonable opportunity keep YALE fully informed about LICENSEE's patent strategy with respect to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including (c) provide to YALE advance copies of documents relevant to preparation, filing, prosecution and maintenance of the type and scope LICENSED PATENTS sufficiently in advance of useful claims and the nature of supporting disclosures, and including the filing to allow YALE a reasonable opportunity to review and comment on such documents, (d) seriously consider all draft responses YALE comments on such patent filings and (e) provide YALE with final copies of such documents. LICENSEE agrees to applicable use commercially reasonable efforts to obtain broad and strong patent offices prior to submission thereofprotection in the best interest of YALE and LICENSEE. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE LICENSEE will not abandon any patent application application, or patent for which LICENSEE is bearing expenses make decisions that would have a material impact on the nature or scope of any claims, without LICENSEE’s YALE's prior written consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 10.6. LICENSEE shall xxxxapply, and shall require AFFILIATES and SUBLICENSEES to xxxxapply, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, soldsold or used, used or shipped, including, but not limited to, and in accordance with the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding If YALE enters into any license agreements with third parties to any of the foregoingLICENSED PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of licensees (including LICENSEE) to the applicable LICENSED PATENTS. Any third parties which have already entered into a license with YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that for the LICENSED PATENTS outside or any portion of FIELD is licensed by them are listed in Appendix B. YALE to shall update Appendix B within 60 days of a third partylicense of the LICENSED PATENTS. 10.2 After the EFFECTIVE DATE, LICENSEE shall be responsible for all ongoing future costs of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with and agreed to by LICENSEE or requested by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding If *** Certain information on this page has been omitted and filed separately with the foregoing, Commission. Confidential treatment has been requested with respect to the omitted portions. YALE agrees enters into any license agreements with third parties to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that any of the LICENSED PATENTS outside PATENTS, then the patent expenses in this Article 10 shall be shared equally amongst LICENSEE and such third party licensees according to the formula I/N, where N = the total number of FIELD is licensed licensees (including LICENSEE) to the applicable LICENSED PATENTS. LICENSEE acknowledges that YALE shall not file any such applications in low or lower-middle income countries, as designated by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, World Bank (xxx.xxxxxxxxx.xxx). If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS PATENT in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent LICENSED PATENT in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent that LICENSED PATENT in that country. 10.4 10.3 The costs mentioned in Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b). 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account shall give due consideration in good faithfaith to all LICENSEE requests or instructions. YALE will not finally abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 10.4 If commercially feasible, LICENSEE shall xxxxmark, and shall require AFFILIATES and SUBLICENSEES to xxxxmark, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTSPRODUCTS to the extent required by applicable law. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

PATENT PROTECTION. 10.1 LICENSEE shall be responsible reimburse YALE for all present reasonable and future customary costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after accrued as of the EFFECTIVE DATEDATE or during the TERM of this Agreement. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.2 LICENSEE shall be responsible reimburse YALE for all ongoing costs reasonable and customary costs, accrued as of the EFFECTIVE DATE or during the TERM of this Agreement, of filing, prosecution and maintenance of all foreign patent applications applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with and reasonably acceptable to and agreed to by LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party. 10.3 If, upon receipt of written notice of the request of YALE, If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement with respect to such patent or patent application shall terminate automatically with respect to such patent application or patent in that country. 10.4 The costs mentioned in Articles 10.1 and 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] thirty (30) day period, LICENSEE shall be responsible for any charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such higher amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 pay the surcharge shall be grounds for termination by YALE under Article 13.1(b).13.1 10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE Yale shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution. 10.6 To the extent feasible, LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.