Common use of Patents and Inventions Clause in Contracts

Patents and Inventions. 13.1 BOARD shall have the right to file and prosecute any patent application and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTS.

Patents and Inventions. 13.1 14.1 If, after consultation with LICENSEE, both PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then BOARD will prepare and file the appropriate patent application, using mutually agreed patent counsel, and LICENSEE will pay the reasonable out-of-pocket cost incurred by BOARD in searching, preparing, filing, prosecuting and maintaining the same in the countries listed in Exhibit 6 (and such other countries as the parties mutually agree) and such application will be considered PATENT RIGHTS. LICENSEE shall reimburse such out-of-pocket expenses within 30 days of delivery of an invoice from UT SOUTHWESTERN, provided that if LICENSEE notifies BOARD that it does not intend to pay the costs of filing a patent application in a country listed in Exhibit 6, then BOARD may file an application at its own expense and LICENSEE will have no rights to such patent application. BOARD shall retain the right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UT SOUTHWESTERN, subject to LICENSEE’S approval, not to be unreasonably withheld; provided that if LICENSEE requests, UT SOUTHWESTERN shall substitute other counsel mutually agreed upon by the PARTIES, provided such substituted outside counsel executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with any required waivers. The PARTIES each have the right to file review and prosecute comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office. If BOARD anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and maintain any and/or patent that may issue therefrom within the included in PATENT RIGHTS, and then BOARD will consult with LICENSEE shall pay BOARD's expenses relating to filing and prosecuting determine a mutually acceptable course of action prior to incurring such patent applications and maintaining such patents, unless expenditures. BOARD will provide LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a copy of any patent application on for which LICENSEE has paid the cost of filing, as well as copies of any invention arising out of documents received or in connection filed with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have respective patent office during the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSprosecution thereof.

Patents and Inventions. 13.1 BOARD 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed based on the information disclosure records in Exhibits A through E, or for any of the RESEARCH PROGRAM TECHNOLOGY RIGHTS (when and to the extent licensed under this AGREEMENT), UTMDACC will prepare and file appropriate patent applications with counsel acceptable to all parties, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same, subject to Section 4.4, unless the parties agree on a case-by-case basis that LICENSEE may prosecute such application directly. UTMDACC shall provide (or instruct patent counsel to provide) LICENSEE with all filings and correspondences sufficiently in advance, but not less than thirty (30) day, for LICENSEE to review and comment, and UTMDACC will incorporate all reasonable comments from LICENSEE, subject to any third party obligation of UTMDACC (if any). If UTMDACC believes that a comment from LICENSEE is unreasonable, UTDMACC shall confer with LICENSEE with respect thereto, but LICENSEE shall have final decision making authority with respect to the right filing, prosecution and/or maintenance of the EXCLUSIVE PATENT RIGHTS. Notwithstanding the foregoing, UTMDACC may take action immediately if necessary in light of a governmental or patent office deadline to file and prosecute any preserve patent rights in LICENSED INTELLECTUAL PROPERTY. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of filing, prosecuting or maintaining a patent application or patent, or if LICENSEE is in arrears on any expense payments due under Section 4.4 and maintain fails to make such payments of any undisputed amount within sixty (60) days after receiving a written invoice from UTMDACC thereof, then UTMDACC may elect to file, not file, continue prosecution or maintenance, or abandon such patent that may issue therefrom within application or patent at its own expense. In the PATENT RIGHTSevent UTMDACC files or continues prosecution or maintenance of such patent application or patent at UTMDACC’s expense, then LICENSEE’s rights to such patent or patent application under this AGREEMENT shall terminate, and LICENSEE shall pay BOARD's expenses relating have no further payment obligation under Section 4.4 with respect thereto for payment obligations that accrue after such termination of rights. UTMDACC will provide LICENSEE with a copy of any applications for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof and will where possible, and unless restricted by any third party rights, allow LICENSEE to filing be listed as an accessing party to the prosecution. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If UTMDACC notifies LICENSEE that it does not intend to conduct or continue with the filing, prosecuting or maintaining a patent application or patent, then LICENSEE may (unless prohibited by APPLICABLE LAW or any third party right) elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its sole discretion (provided that nothing herein shall transfer ownership of a patent or patent application to LICENSEE), and if it is prohibited by APPLICABLE LAW or any third party right for LICENSEE to make such election, then UTMDACC shall conduct or continue with the filing, prosecution and/or maintenance of such patent applications application or patent at LICENSEE’s request and maintaining such patents, unless LICENSEE elects not expense (subject to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5any cost sharing provisions as set forth in Section 4.4). In addition, in the event that LICENSEE desires that BOARD file a patent application on Notwithstanding any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject provision herein to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENTcontrary, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom UTMDACC shall be deemed under no obligation to be patent applications and patents within the PATENT RIGHTStake any action inconsistent with any obligations it has to a third party.

Patents and Inventions. 13.1 BOARD As stated in 5.1(c) above, IMMUNICON shall reimburse UT SOUTHWESTERN and for all previously incurred patent expenses not to exceed $15,000. In addition, IMMUNICON, at IMMUNICON'S election, shall either (i) reimburse UT SOUTHWESTERN for all reasonable out-of-pocket expenses for filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT within 30 days after receipt of written notice from BOARD, or (ii) pay directly to law firm all future expenses for filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT. Upon IMMUNICON'S request, UT SOUTHWESTERN will prepare and file appropriate patent applications covering LICENSED SUBJECT MATTER, and IMMUNICON shall bear the actual cost incurred in connection with searching, preparing, filing, prosecuting and maintaining same. If IMMUNICON notifies UT SOUTHWESTERN that it does not intend to pay costs associated with any patent application which UT SOUTHWESTERN believes should be prepared and filed, then UT SOUTHWESTERN may file such application at its own expense and IMMUNICON shall have no rights under this AGREEMENT to said patent application or any patent which may issue therefrom. UT SOUTHWESTERN shall provide IMMUNICON with a copy of any and all patent applications filed for which IMMUNICON is bearing the actual cost of filing, as well as copies of any documents received or filed during prosecution thereof. Similarly, if IMMUNICON elects to pay directly patent expenses in accordance with IMMUNICON'S right as set forth above, IMMUNICON shall instruct outside counsel (approved by BOARD, such approval not to be unreasonably withheld) to provide UT SOUTHWESTERN with copies of all patent-related communications, including, but not limited to, invoices and provide evidence of direct payment of such expenses incurred to UT SOUTHWESTERN within 30 days of receipt of such invoices. The parties each shall have the right to file review and prosecute any patent application comment upon the wording of the specifications, claims and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating responses to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not Office Actions prior to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject their submission to the rights U.S. Patent and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own Trademark Office for any and all right, title and interest in and to any applications for which IMMUNICON is either reimbursing or paying directly patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSexpenses.

Patents and Inventions. 13.1 BOARD 15.1 If after consultation, the PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, then LICENSORS will prepare and file the appropriate patent application, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same and this application will be considered PATENT RIGHTS. lf LICENSEE notifies LICENSORS that it does not intend to pay such costs, or if LICENSEE does not respond or make an effort to agree with LICENSORS on the disposition of rights in the subject invention, then LICENSORS may file an application at their own expense and LICENSEE will have no rights to such invention. LICENSORS shall retain the sole right to select the attorney responsible for filing, prosecution and maintenance of any patents based on technology invented at UTMDACC and DARTMOUTH and subject to this AGREEMENT. UTMDACC will provide LICENSEE a copy of any patent application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. The PARTIES each have the right to file review and prosecute comment upon the wording of specifications, claims and responses to office actions prior to their submission to the appropriate patent office and will promptly and timely submit such comments to UTMDACC. If UTMDACC anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or defense of any patent application and maintain any and/or patent that may issue therefrom within the included in PATENT RIGHTS, then UTMDACC will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. The PARTIES agree that they share a common legal interest to get valid enforceable patents and that LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses will keep all privileged information received pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSSection confidential.

Patents and Inventions. 13.1 BOARD 14.1 UT SOUTHWESTERN shall have be responsible for the right to file preparation, filing, prosecution and prosecute any maintenance of all patent application applications and maintain any patent that may issue therefrom within the patents included in COAGULATION PATENT RIGHTS, and . LICENSEE shall pay BOARD's expenses relating reimburse UT SOUTHWESTERN for all reasonable attorneys' fees (i) incurred by UT SOUTHWESTERN subsequent to the EFFECTIVE DATE, or (ii) incurred by UT SOUTHWESTERN prior to the EFFECTIVE DATE and for which invoices have been submitted to LICENSEE in connection with the preparation, filing and prosecuting maintenance of all patent applications and patents included in COAGULATION PATENT RIGHTS; PROVIDED that patent counsel selected by UT SOUTHWESTERN is reasonably acceptable to LICENSEE. Subsequent to the EFFECTIVE DATE, UT SOUTHWESTERN shall consult with LICENSEE as to the preparation, filing, prosecution and maintenance of all such patent applications and maintaining patents in accordance with the procedures set forth on EXHIBIT A hereto and incorporated herein by reference, and shall furnish to LICENSEE copies of documents relevant to such patentspreparation, unless filing, prosecution or maintenance, including without limitation invoices providing detailed descriptions of all costs and expenses incurred by UT SOUTHWESTERN's patent counsel in connection therewith, sufficiently prior to filing such documents or making any payment due thereunder to allow for review and comment by LICENSEE. If, at any time, LICENSEE elects shall elect not to pay such the expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a of any patent application on any invention arising out of or patent included in connection with the RESEARCH PROGRAM and BOARD elects to do soCOAGULATION PATENT RIGHTS, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents so notify UT SOUTHWESTERN within thirty (30) days after receipt of BOARD's written invoice. Subject such consultation and shall thereby surrender its rights under such patent application or patent; PROVIDED, HOWEVER, that LICENSEE shall remain obligated to the rights and license granted reimburse UT SOUTHWESTERN for any costs incurred with respect to LICENSEE pursuant such patent application or patents prior to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSsaid election.

Patents and Inventions. 13.1 BOARD shall have the right to file and prosecute any 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, MD XXXXXXXX will prepare and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any appropriate patent applications, and Licensee will pay the related Patent Expenses. If LICENSEE notifies MD XXXXXXXX that it does not intend to pay any patents that may issue therefromportion of the PATENT EXPENSES for a patent application or patent, within or if LICENSEE fails to promptly confirm its intent to pay any portion of the PATENT EXPENSES for a patent application or patent upon inquiry from MD XXXXXXXX, or if LICENSEE is in arrears or otherwise in default or late on any payments due under Section 3.1, or if LICENSEE fails to timely make any payments for ANTICIPATED COSTS when due under Section 6.5, then MD XXXXXXXX may, in its sole discretion, elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense without further notice to LICENSEE. In the event LICENSEE fails to pay or provides written notice of its intent not to pay any portion of PA TENT EXPENSES for a patent application and/or patent under PATENT RIGHTS, then LICENSEE’s rights to such patent application and/or patent under PATENT RIGHTS shall terminate in their entirety. If at any time LICENSEE wishes to cease paying PATENT EXPENSES for a particular patent application and/or patent under PATENT RIGHTS, LICENSEE must give MD XXXXXXXX at least ninety (90) calendar days prior written notice and LICENSEE shall continue to be obligated to pay for the PATENT EXPENSES which reasonably accrue with respect thereto during said notice period. Thereafter, said particular PA TENT RIGHT, patent application, or patent shall no longer be included in the PATENT RIGHTS and LICENSEE shall have no further rights thereto. MD XXXXXXXX shall not be obligated to file, prosecute or that disclose inventions arising out of maintain any patent or patent application if LICENSEE is in connection arrears or otherwise in default or late with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed respect to be patent applications and patents within the any PATENT RIGHTSEXPENSES or other payments or obligations hereunder.

Patents and Inventions. 13.1 BOARD shall have 6.1 After the right EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to file the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent application applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after the EFFECTIVE DATE and maintain any patents granted pursuant thereto or divided out therefrom and LICENSEE will prepare and file the appropriate patent that may issue therefrom within the PATENT RIGHTSapplications, using an attorney or agent of LICENSEE's choosing, and LICENSEE shall will pay BOARD's expenses relating to filing the cost of searching, preparing, filing, prosecuting and prosecuting maintaining same. LICENSEE will promptly provide LICENSOR with a copy of any application filed by or on behalf of LICENSEE, as well as copies of any correspondence and documents received or filed by or on behalf of LICENSEE during filing, prosecution and/or maintenance of any such patent applications and maintaining such patents, unless LICENSEE elects patents including but not limited to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of all correspondence received from or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and sent to any patent applications, and any patents that may issue therefrom, within the offices relating (whether in whole or in part) to PATENT RIGHTS . LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or that disclose inventions arising out memoranda) necessary to LICENSEE for the prosecution of or any current patent application comprised in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTS.

Patents and Inventions. 13.1 BOARD shall have the right to file and prosecute any patent application and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom 5.1 MD Xxxxxxxx shall be deemed to be responsible for filing, prosecution and maintenance of patent applications and patents within the PATENT RIGHTSPatent Rights. MD Xxxxxxxx shall instruct such patent counsel to furnish Licensee with copies of all substantive correspondence with patent offices, and shall give Licensee the opportunity to provide comments on and make requests of MD Xxxxxxxx concerning the filing, prosecution and maintenance of the Patent Rights, which comments and requests shall not be unreasonably refused. If both parties agree that a new patent application should be filed for Licensed Subject Matter, MD Xxxxxxxx will prepare and file each such appropriate patent application, and Licensee will pay the related Patent Expenses. If Licensee notifies MD Xxxxxxxx in writing that it does not intend to pay for the preparation, filing, prosecution, or maintenance of any patent or patent application within the Patent Rights (“Abandoned Patent Rights”), then MD Xxxxxxxx may, in its sole discretion, elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense and shall notify Licensee of its decision. Licensee’s rights and obligations in any Abandoned Patent Rights shall terminate immediately upon MD Anderson’s notification to Licensee of such election, but Licensee’s rights in all other Patent Rights shall remain unaffected. System, Board, or MD Xxxxxxxx shall provide written notice (“Abandonment Notice”) to Licensee prior to abandoning prosecution or maintenance of any patent or patent application included in the Patent Rights. MD Xxxxxxxx may not abandon any such Patent Right without express written consent of Licensee, such consent must be provided within ten (10) days. Notwithstanding the foregoing, MD Xxxxxxxx may abandon such Patent Rights if Licensee (a) is delinquent in its payment by thirty (30) or more days with respect to any invoiced Patent Expenses or other invoiced payment obligation hereunder and (b) has not cured such delinquency after within thirty (30) calendar days after receiving written notice pursuant to Section 14.2 from MD Xxxxxxxx of such delinquency.

Patents and Inventions. 13.1 BOARD 6.1 (a) If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of a patent application in a specific country, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention in such country, then UTMDACC may, but is not obligated to, file such patent application at its own expense and such patent application in such country shall have cease to be included in the right to file PATENT RIGHTS under this AGREEMENT. UTMDACC will consult with and prosecute keep LICENSEE fully informed of the status of any patent application and maintain any or patent that may issue therefrom within directed to the PATENT RIGHTS, and will provide LICENSEE shall pay BOARD's expenses relating to filing and prosecuting with a copy of such any patent applications for which LICENSEE has paid the cost of filing, as well as copies of any material documents received or filed during prosecution thereof, such as patent applications, office actions, Portions herein identified by [*****] have been omitted as Confidential Information and maintaining such patentshas been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. and responses. UTMDACC will request that copies of all documents prepared by prosecution counsel for submission to governmental patent offices be provided to LICENSEE for review and comment prior to filing, unless to the extent practicable under the circumstances. UTMDACC shall consider comments made by LICENSEE elects regarding prosecution of the PATENT RIGHTS in good faith, but shall not be required to pay such expenses implement them. UTMDACC will not knowingly abandon any patent application or patent for which LICENSEE is paying the costs of prosecution without reasonable notice to LICENSEE. If LICENSEE is not in default on any of its obligations under this AGREEMENT, UTMDACC shall consider in good faith any requests made by LICENSEE to continue prosecution, but the final decision to continue or abandon shall be in UTMDACC’s sole discretion. The parties agree that they share a common legal interest to get valid enforceable patents and that each party will maintain as privileged all information received pursuant to LICENSEE's rights under Paragraph 13.5this Section 6.1. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects such information shall be considered to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, fall within the PATENT RIGHTS definition of “Confidential Information” as set forth in Section 11.1, last paragraph, whether or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSnot marked “confidential."

Patents and Inventions. 13.1 BOARD shall have 6.1 After the right EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to file the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent application applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after the EFFECTIVE DATE and maintain any patents granted pursuant thereto or divided out therefrom and LICENSEE will prepare and file the appropriate patent that may issue therefrom within the PATENT RIGHTSapplications, using an attorney or agent of LICENSEE’s choosing, and LICENSEE shall will pay BOARD's expenses relating to filing the cost of searching, preparing, filing, prosecuting and prosecuting maintaining same. LICENSEE will promptly provide LICENSOR with a copy of any application filed by or on behalf of LICENSEE, as well as copies of any correspondence and documents received or filed by or on behalf of LICENSEE during filing, prosecution CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. and/or maintenance of any such patent applications and maintaining such patents, unless LICENSEE elects patents including but not limited to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of all correspondence received from or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and sent to any patent applications, and any patents that may issue therefrom, within the offices relating (whether in whole or in part) to PATENT RIGHTS . LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or that disclose inventions arising out memoranda) necessary to LICENSEE for the prosecution of or any current patent application comprised in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTS.

Patents and Inventions. 13.1 BOARD If after consultation with LICENSEE, MOLECULIN believes that a new patent application should be filed for LICENSED SUBJECT MATTER in the LICENSED TERRITORY, LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. MOLECULIN agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and MOLECULIN. MOLECULIN will keep LICENSEE fully informed on a timely basis of all activity on the filings related to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY and will provide LICENSEE with a copy of all applications and any documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, LICENSEE will timely provide MOLECULIN an initial draft and MOLECULIN will review, finalize and file such documents. If LICENSEE notifies MOLECULIN that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with MOLECULIN on the disposition of rights of the subject invention, then MOLECULIN may file such application at its own expense and LICENSEE’s rights to such invention under this AGREEMENT shall have terminate in their entirety. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If MOLECULIN decides to cease the right to file and prosecute prosecution or maintenance of any patent application and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or maintenance of such patent applications and maintaining such patents, unless at LICENSEE’s sole expense. MOLECULIN and LICENSEE elects not undertake to pay such expenses pursuant cooperate with each other with a view to LICENSEE's acquire and effectively enforce the rights under Paragraph 13.5. In addition, arising from patent protection of the LICENSED SUBJECT MATTER in the event that LICENSED TERRITORY. Upon MOLECULIN’s request the LICENSEE desires that BOARD file a patent application on any invention arising out will assist MOLECULIN in these types of or activities performed also in connection territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the RESEARCH PROGRAM understanding that the cost of these activities will be borne by MOLECULIN. MOLECULIN undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and BOARD elects to do so, BOARD shall have effective application of the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSLICENSED SUBJECT MATTER.

Patents and Inventions. 13.1 BOARD shall have the right to file and prosecute any 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, MD XXXXXXXX will prepare and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any appropriate patent applications, and Licensee will pay the related Patent Expenses. If LICENSEE notifies MD XXXXXXXX that it does not intend to pay any patents that may issue therefromportion of the PATENT EXPENSES for a patent application or patent, within or if LICENSEE fails to promptly confirm its intent to pay any portion of the PATENT EXPENSES for a patent application or patent upon inquiry from MD XXXXXXXX, or if LICENSEE is in arrears or otherwise in default or late on any payments due under Section 4.1, or if LICENSEE fails to timely make any payments for ANTICIPATED COSTS when due under Section 6.5, then MD XXXXXXXX may, in its sole discretion, elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense without further notice to LICENSEE. In the event LICENSEE fails to pay or provides written notice of its intent not to pay any portion of PATENT EXPENSES for a patent application and/or patent under PATENT RIGHTS, then LICENSEE’s rights to such patent application and/or patent under PATENT RIGHTS shall terminate in their entirety. If at any time LICENSEE wishes to cease paying PATENT EXPENSES for a particular patent application and/or patent under PATENT RIGHTS, LICENSEE must give MD XXXXXXXX at least ninety (90) calendar days prior written notice and LICENSEE shall continue to be obligated to pay for the PATENT EXPENSES which reasonably accrue with respect thereto during said notice period. Thereafter, said particular PATENT RIGHT, patent application, or patent shall no longer be included in the PATENT RIGHTS and LICENSEE shall have no further rights thereto. MD XXXXXXXX shall not be obligated to file, prosecute or that disclose inventions arising out of maintain any patent or patent application if LICENSEE is in connection arrears or otherwise in default or late with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed respect to be patent applications and patents within the any PATENT RIGHTSEXPENSES or other payments or obligations hereunder.

Patents and Inventions. 13.1 BOARD shall have Inventorship of developments or discoveries first conceived and actually reduced to practice in performance of the right RESEARCH under this Agreement will be determined in accordance with U.S. Patent Law. All rights to file and prosecute any patent application and maintain any patent that may issue therefrom within the PATENT RIGHTSsuch developments or discoveries made solely by employees of THE REGENTS will belong solely to THE REGENTS. All rights to such developments or discoveries made solely by employees of PROVIDER without using THE REGENTS’ research facilities will belong solely to PROVIDER. All rights to such developments or discoveries made jointly by employees of PROVIDER without using THE REGENTS’ research facilities, and LICENSEE employees of THE REGENTS will belong jointly to THE REGENTS and PROVIDER. THE REGENTS shall pay BOARD's expenses relating disclose to filing PROVIDER any patentable inventions that necessarily use or necessarily incorporate the MATERIALS and prosecuting of such patent applications are conceived and maintaining such patents, unless LICENSEE elects not first actually reduced to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, practice in the event that LICENSEE desires that BOARD file a patent application on any invention arising out performance of or in connection with the RESEARCH PROGRAM and BOARD elects under this Agreement (“INVENTIONS”). To the extent THE REGENTS is legally able to do so, BOARD THE REGENTS shall have grant to PROVIDER a non-exclusive royalty-free license to any INVENTIONS for internal research purposes only. PROVIDER acknowledges that this does not obligate THE REGENTS to file any patent applications to protect such INVENTIONS. To the extent THE REGENTS is legally able to do so, THE REGENTS shall grant to PROVIDER a time-limited first right to file and prosecute such patent application and maintain negotiate an exclusive royalty-bearing commercial license to any patent that may issue therefrom, and LICENSEE INVENTIONS. PROVIDER shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents advise THE REGENTS in writing within thirty (30) days after receipt of BOARD's written invoicedisclosure to PROVIDER whether or not it wishes to secure such license. Subject PROVIDER shall have sixty (60) days from the date of election to conclude a license agreement with THE REGENTS. During the election and negotiation periods, PROVIDER shall assume all costs associated with securing and maintaining patent protection for such INVENTIONS. If PROVIDER does not elect to secure such license or if such agreement is not concluded in said period, rights to the rights and license granted INVENTIONS disclosed hereunder shall be disposed of in accordance with THE REGENTS’ policies with no further obligation to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest PROVIDER. Nothing contained in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom Agreement shall be deemed to be grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications and patents within the PATENT RIGHTSor other property interests of any other invention, discovery or improvement of either party, except as expressly provided in this Agreement.

Patents and Inventions. 13.1 BOARD shall have 6.1 After the right EFFECTIVE DATE, with the exception of PATENT RIGHTS relating to file the ARONEX PATENT, Licensee will assume control and prosecute any patent application responsibility for the filing, prosecution and maintain any patent that may issue therefrom within maintenance of the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent including new applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom existing as of the EFFECTIVE DATE. Should a new patent application be necessary to develop the LICENSED SUBJECT MATTER (other than LICENSED SUBJECT MATTER covered by the ARONEX PATENT), LICENSEE will prepare and file the appropriate patent applications, using an attorney or agent of LICENSEE's choosing, subject to consent by UTMDACC, which consent shall not be deemed unreasonably withheld, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. LICENSEE shall promptly notify UTMDACC if it does not intend to be pursue any application or patent, including maintaining any existing patents. If LICENSEE notifies UTMDACC that it does not intend to pursue any application or patent, or if LICENSEE does not respond or make reasonable efforts to agree with UTMDACC on the disposition of rights of a subject invention, then UTMDACC may file such application or pursue said patent at its own expense and LICENSEE's rights to such invention under this AGREEMENT shall terminate in their entirety. LICENSEE will provide UTMDACC with a copy of any application filed by or on behalf of LICENSEE, as well as copies of any documents received or filed by or on behalf of LICENSEE during prosecution of any patents or patent applications and patents within the covered by PATENT RIGHTS. The parties agree that they share a common legal interest to get valid enforceable patents and that UTMDACC and LICENSEE will keep all privileged information received pursuant to this Section confidential. UTMDACC agrees to provide all information in its possession (including but not limited to data, reports or memoranda) reasonably necessary to LICENSEE for the prosecution of any current or future patent application related to the LICENSED SUBJECT MATTER. As between LICENSEE, BOARD and UTMDACC, BOARD and UTMDACC shall have full and complete control over filing, prosecution, maintenance and all other patenting matters relating to the ARONEX PATENT.

Patents and Inventions. 13.1 BOARD If after consultation with LICENSEE, ANNAMED believes that a new patent application should be filed for LICENSED SUBJECT MATTER in the LICENSED TERRITORY, LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. ANNAMED agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and ANNAMED. ANNAMED will keep LICENSEE fully informed on a timely basis of all activity on the filings related to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY and will provide LICENSEE with a copy of all applications and any documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, LICENSEE will timely provide ANNAMED an initial draft and ANNAMED will review, finalize and file such documents. If LICENSEE notifies ANNAMED that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with ANNAMED on the disposition of rights of the subject invention, then ANNAMED may file such application at its own expense and LICENSEE’S rights to such invention under this AGREEMENT shall have terminate in their entirety. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If ANNAMED decides to cease the right to file and prosecute prosecution or maintenance of any patent application and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or maintenance of such patent applications and maintaining such patents, unless at LICENSEE’S sole expense. ANNAMED and LICENSEE elects not undertake to pay such expenses pursuant cooperate with each other with a view to LICENSEE's acquire and effectively enforce the rights under Paragraph 13.5. In addition, arising from patent protection of the LICENSED SUBJECT MATTER in the event that LICENSED TERRITORY. Upon ANNAMED’s request the LICENSEE desires that BOARD file a patent application on any invention arising out will assist ANNAMED in these types of or activities performed also in connection territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the RESEARCH PROGRAM understanding that the cost of these activities will be borne by ANNAMED. ANNAMED undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and BOARD elects to do so, BOARD shall have effective application of the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any patent applications, and any patents that may issue therefrom, within the PATENT RIGHTS or that disclose inventions arising out of or in connection with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed to be patent applications and patents within the PATENT RIGHTSLICENSED SUBJECT MATTER.

Patents and Inventions. 13.1 BOARD shall have the right to file and prosecute any 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, MD XXXXXXXX will prepare and maintain any patent that may issue therefrom within the PATENT RIGHTS, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. In addition, in the event that LICENSEE desires that BOARD file a patent application on any invention arising out of or in connection with the RESEARCH PROGRAM and BOARD elects to do so, BOARD shall have the right to file and prosecute such patent application and maintain any patent that may issue therefrom, and LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents, unless LICENSEE elects not to pay such expenses pursuant to LICENSEE's rights under Paragraph 13.5. LICENSEE shall pay BOARD's expenses relating to filing and prosecuting of such patent applications and maintaining such patents within thirty (30) days after receipt of BOARD's written invoice. Subject to the rights and license granted to LICENSEE pursuant to Article IV of this LICENSE AGREEMENT, BOARD shall own all right, title and interest in and to any appropriate patent applications, and Licensee will pay the related Patent Expenses. If LICENSEE notifies MD XXXXXXXX that it does not intend to pay any patents that may issue therefromportion of the PATENT EXPENSES for a patent application or patent, within or if LICENSEE fails to promptly confirm its intent to pay any portion of the PA TENT EXPENSES for a patent application or patent upon inquiry from MD XXXXXXXX, or if LICENSEE is in arrears or otherwise in default or late on any payments due under Section 3.1, or if LICENSEE fails to timely make any payments for ANTICIPATED COSTS when due under Section 4.5, then MD XXXXXXXX may, in its sole discretion, elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense without further notice to LICENSEE. In the event LICENSEE fails to pay or provides written notice of its intent not to pay any portion of PATENT EXPENSES for a patent application and/or patent under PATENT RIGHTS, then LICENSEE’s rights to such patent application and/or patent under PATENT RIGHTS shall terminate in their entirety. If at any time LICENSEE wishes to cease paying PATENT EXPENSES for a particular patent application and/or patent under PA TENT RIGHTS, LICENSEE must give MD XXXXXXXX at least ninety (90) calendar days prior written notice and LICENSEE shall continue to be obligated to pay for the PATENT EXPENSES which reasonably accrue with respect thereto during said notice period. Thereafter, said particular PATENT RIGHT, patent application, or patent shall no longer be included in the PATENT RIGHTS and LICENSEE shall have no further rights thereto. MD XXXXXXXX shall not be obligated to file, prosecute or that disclose inventions arising out of maintain any patent or patent application if LICENSEE is in connection arrears or otherwise in default or late with the RESEARCH PROGRAM made solely by employees of BOARD and jointly by employees of BOARD and LICENSEE. Such patent applications and patents issuing therefrom shall be deemed respect to be patent applications and patents within the any PATENT RIGHTSEXPENSES or other payments or obligations hereunder.