Common use of Patents and Inventions Clause in Contracts

Patents and Inventions. 13.1 LICENSEE, in its discretion, shall assume responsibility for and direct the filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE shall be responsible for payment of all fees and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions and responses. BOARD shall have the right to review and comment upon patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect to the filing, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

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 its discretionsearching, shall assume responsibility for and direct the preparing, filing, prosecutionprosecuting 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 the patent applications and any patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choicebased 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 patent attorney and/or law firm (“COUNSEL”) has entered into an substituted outside counsel contract executes an Outside Counsel Agreement as required by SYSTEM’S Office of General Counsel, with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE shall be responsible for payment of all fees and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions and responsesrequired waivers. BOARD shall The PARTIES each have the right to review and comment upon patent applicationsthe wording of specifications, claims and responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect their submission to the filing, prosecution, or maintenance of the applicable appropriate patent application or patent, then office. If BOARD may elect, at its sole discretion and expense, to undertake anticipates any extraordinary expenditures arising from the preparation, filing, prosecution, or maintenance defense of such any patent application and/or patent included in PATENT RIGHTS, then BOARD will consult with LICENSEE to determine a mutually acceptable course of action prior to incurring such expenditures. BOARD 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. 14.2 BOARD agrees to reasonably cooperate with LICENSEE to execute any and all documents reasonably required to provide LICENSEE the full benefit of the license granted herein. 14.3 If at any time LICENSEE wishes to cease paying for any costs for a particular PATENT RIGHT or for patent prosecution in any particular jurisdiction, LICENSEE must give BOARD at least 30 days prior written notice and LICENSEE will continue to be obligated to pay for the patent costs which reasonably accrue during said notice period. For clarity, LICENSEE shall have no obligation to reimburse costs for a particular patent or patent application in a given country to the extent that LICENSEE has notified BOARD in writing that it does not intend to pay such costs; provided that if LICENSEE so notifies BOARD with respect to a particular patent or patent application in a country at its own expenselisted in Exhibit 6, and such said patent application or patent shall no longer be included in the PATENT RIGHTS licensed to and LICENSEE under this AGREEMENTshall have no further rights thereto. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming 14.4 Each PARTY will promptly inform the other of any request for, or filing or declaration of, any interference, opposition, or reexamination relating to PATENT RESPONSIBILITY as provided in Section 13.2 RIGHTS. In connection with any interference, opposition, reissue, or if LICENSEE notifies BOARD in writing that it wishes BOARD reexamination proceeding relating to assume PATENT RESPONSIBILITYRIGHTS, the following provisions shall apply:PARTIES will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Both PARTIES will keep the other informed of developments in any such action or proceeding, including, to the extent permissible, the status of any settlement negotiations and the terms of any offer related thereto. a. BOARD will work closely with LICENSEE 14.5 To the extent that any PATENT RIGHTS have been filed prior to develop a suitable strategy for the EFFECTIVE DATE, the prosecution and maintenance of all such PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel RIGHTS shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD conducted in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedforegoing.

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 its discretionthe 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 assume responsibility for have the right to file and direct the filing, prosecutionprosecute such patent application and maintain any patent that may issue therefrom, and maintenance 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 (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERNRIGHTS. 13.2 If BOARD agrees to consult with LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE shall be responsible for payment of all fees and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies manner concerning the selection of any patent counsel for the purpose of filing and all prosecuting patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions and responses. BOARD shall have the right to review and comment upon patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect to the filing, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer further agrees to consult with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies manner concerning (i) scope and content of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2ii) BOARD may revoke the delegation at any time, content of and (3) counsel that is prosecuting the patent remains counsel proposed responses to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in official actions of the United States Patent and Trademark office and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filingpatent offices during prosecution of such patent applications. For purposes of this Paragraph 13.2, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it "timely" shall so notify LICENSEE at least 30 days mean sufficiently in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, decision by BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full deadline imposed upon written response by BOARD so as to allow LICENSEE to meaningfully review such decision or written response and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property also provide comments to the BOARD in accordance with the provisions advance of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities such decision or deadline to allow LICENSEE's comments to be considered and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedincorporated into BOARD's decision or written response.

Patents and Inventions. 13.1 LICENSEE15.1 If after consultation, in its discretionthe PARTIES agree that a patent application should be filed for LICENSED SUBJECT MATTER, shall assume responsibility for then LICENSORS will prepare and direct file the appropriate patent application, and LICENSEE will pay the cost of searching, preparing, filing, prosecutionprosecuting 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 the patent applications any patents based on technology invented at UTMDACC and patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE shall be responsible for payment of all fees DARTMOUTH and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE subject to this AGREEMENT. UTMDACC will provide BOARD, in LICENSEE a timely manner, copies copy of any and all patent applications included in PATENT RIGHTSapplication for which LICENSEE has paid the cost of filing, as well as copies of any patent prosecution related documents received or filed with the respective patent office during the prosecution thereof including, but not limited to, office actions and responsesthereof. BOARD shall The PARTIES each have the right to review and comment upon patent applicationsthe wording of specifications, claims and responses to office actions and other substantive patent documents prior to filing their submission to the appropriate patent office and the right to have such documents revised prior to filing to reflect will promptly and timely submit such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain UTMDACC. If UTMDACC anticipates any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect to the filing, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake extraordinary expenditures arising from the preparation, filing, prosecution, or maintenance defense of such any patent application or and/or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD then UTMDACC will consult with LICENSEE as provided hereinto 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 will keep all privileged information received pursuant to this Section confidential. 15.2 Each PARTY will promptly inform the other of any request for, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the or filing or declaration of, any interference, opposition, or reexamination relating to PATENT RIGHTS. In its discretionconnection with any interference, BOARD opposition, reissue, or reexamination proceeding relating to PATENT RIGHTS filed by a third party, LICENSORS shall retain the sole right to select the attorney responsible for handling such matter and shall direct such attorney. Additionally, the PARTIES will cooperate fully on such action or proceeding and will provide each other with any information or assistance that either may delegate specific authority to LICENSEE with respect reasonably request. Each PARTY will keep the other informed of developments in any such action or proceeding, including, to the prosecution extent permissible, the status of any settlement negotiations and maintenance the terms of any offer related thereto. The PARTIES agree that they share a common legal interest to keep valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. 15.3 DARTMOUTH and UTMDACC agree that to the extent any of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to terms in this Article 13. The Rules and Regulations IS conflict with the terms in the Commercialization Agreement, the terms of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommercialization Agreement shall control.

Patents and Inventions. 13.1 LICENSEE15.1 BOARD retains the right to select the patent attorney, in its discretion, shall assume responsibility patent agent and/or law firm responsible for and direct the filing, prosecution, prosecution and maintenance of the patent applications and any patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent related to this AGREEMENT invented whole or in part by INVENTOR at UT SOUTHWESTERN, such attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERNto be reasonably acceptable to LICENSEE. 13.2 If 15.2 [*#*] 15.3 After the EFFECTIVE DATE, LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall applybear all costs for patenting expenses as follows: a. (a) LICENSEE shall will [*#*] performing the services of filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively hereunder in the United States or any foreign countries. UT SOUTHWESTERN will be responsible for payment provided with copies of all fees and costs arising from filingpatent-related communications, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions actions, responses, and responsesinvoices, [*#*] or (b) Upon LICENSEE'S written request, UT SOUTHWESTERN will prepare and file foreign and domestic patent applications covering LICENSED SUBJECT MATTER in the United States and foreign countries, and LICENSEE shall bear the actual cost incurred in connection with searching, preparing, filing, prosecuting and maintaining same. BOARD When patenting expenses are incurred in this manner LICENSEE shall reimburse UT SOUTHWESTERN for all reasonable out-of-pocket expenses for filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT, payment to be made within 30 days after receipt of written notice from UT SOUTHWESTERN. UT SOUTHWESTERN shall provide LICENSEE with a copy of any and all patent applications filed for which LICENSEE is bearing the actual cost of filing, as well as, copies of any documents received or filed during prosecution thereof 15.4 LICENSEE must notify UT SOUTHWESTERN of LICENSEE'S decision to file foreign patent applications at least 45 days prior to the foreign patent filing deadline. The notice concerning foreign filing shall be in writing and must identify the countries where patent applications are to be filed. If LICENSEE notifies UT SOUTHWESTERN that it does not intend to pay costs associated with any patent application in the United States or any foreign country which UT SOUTHWESTERN believes should be prepared and filed, then UT SOUTHWESTERN may file such application at its own expense and LICENSEE shall have no rights under this AGREEMENT to said patent application or any patent which may issue therefrom. 15.5 In order to obtain the most complete coverage possible for LICENSEE'S activities under this AGREEMENT, the parties each shall have the right to review and comment upon patent applicationsthe wording of the specifications, claims and responses to office actions and other substantive patent documents Office Actions prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect their submission to the filing, prosecution, or maintenance of the applicable U.S. Patent and Trademark Office for any and all patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE applications [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE#*]. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Patents and Inventions. 13.1 LICENSEEAs stated in 5.1(c) above, in its discretionIMMUNICON shall reimburse UT SOUTHWESTERN and for all previously incurred patent expenses not to exceed $15,000. In addition, IMMUNICON, at IMMUNICON'S election, shall assume responsibility either (i) reimburse UT SOUTHWESTERN for and direct the all reasonable out-of-pocket expenses for filing, prosecutionprosecuting, 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 maintenance of IMMUNICON shall bear the patent applications and patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract actual cost incurred in connection with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE shall be responsible for payment of all fees and costs arising from searching, preparing, filing, prosecutionprosecuting 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 maintenance of the IMMUNICON shall have no rights under this AGREEMENT to said patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will application or any patent which may issue therefrom. UT SOUTHWESTERN shall provide BOARD, in IMMUNICON with a timely manner, copies copy of any and all patent applications included in PATENT RIGHTSfiled for which IMMUNICON is bearing the actual cost of filing, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof 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, office actions invoices and responsesprovide evidence of direct payment of such expenses incurred to UT SOUTHWESTERN within 30 days of receipt of such invoices. BOARD The parties each shall have the right to review and comment upon patent applicationsthe wording of the specifications, claims and responses to office actions and other substantive patent documents Office Actions prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect their submission to the filing, prosecution, U.S. Patent and Trademark Office for any and all applications for which IMMUNICON is either reimbursing or maintenance of the applicable paying directly patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENTexpenses. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Patents and Inventions. 13.1 LICENSEELICENSEE shall reimburse UNIVERSITY for all past, present, and future expenses incurred in its discretionsearching, shall assume responsibility for and direct the preparing, filing, prosecution, prosecuting and maintenance of the maintaining patent applications and patents within relating to PATENT RIGHTS. If after consultation with LICENSEE it is agreed by UNIVERSITY, as appropriate, and LICENSEE concurs that another patent application should be filed for LICENSED SUBJECT MATTER, UNIVERSITY, as appropriate, will prepare and file appropriate patent applications, and LICENSEE shall pay or promptly reimburse UNIVERSITY for the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm cost of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERN. 13.2 searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies BOARD in writing notified UNIVERSITY, as appropriate, that it does not intend to pay such costs, or if LICENSEE is assuming PATENT RESPONSIBILITY does not respond or make an effort to reach agreement, then the following provisions shall apply: a. UNIVERSITY, as appropriate, may file such application at its own expense and LICENSEE shall be responsible for payment of all fees and costs arising from filinghave no rights to such invention under this AGREEMENT or otherwise. UNIVERSITY, prosecutionas appropriate, and maintenance shall provide LICENSEE with a copy of the patent applications and patents within application filed for which LICENSEE has paid the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies cost of any and all patent applications included in PATENT RIGHTSfiling, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof includingthereof. 13.2 After consultation with BOARD, but not limited to, office actions and responses. BOARD shall have the right to review and comment upon patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect to the filing, prosecution, or maintenance of the applicable patent application or patent, then BOARD may electLICENSEE, at its sole discretion and expense, may prepare and file appropriate foreign patent applications to undertake the preparation, filing, prosecutionbe owned by BOARD on LICENSED SUBJECT MATTER, or maintenance any portion thereof, subject to BOARD'S approval of such patent application or patent in such country at its own expensethe content of the application(s) and any amendments thereto. In addition, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall applyagrees to: a. (a) Notify BOARD will work closely with LICENSEE and UNIVERSITY of its intent to develop a suitable strategy file for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant patent(s) related to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 thirty (30) days in advance of any such filing or payment deadline and LICENSEE may elect prior to assume responsibility applying for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.patent(s);

Patents and Inventions. 13.1 LICENSEE15.1 BOARD and UNTHSC retain the right to select the patent attorney, in its discretion, shall assume responsibility patent agent and/or law firm responsible for and direct the filing, prosecution, prosecution and maintenance of the patent applications and any patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent related to this AGREEMENT invented whole or in part by INVENTORS at UT SOUTHWESTERN or UNTHSC, such attorney and/or law firm of its choice; provided that such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERNto be reasonably acceptable to LICENSEE. 13.2 If 15.2 [-#-] 15.3 After the EFFECTIVE DATE, LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall applybear all costs for patenting expenses as follows: a. (a) LICENSEE shall will [-#-] performing the services of filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively hereunder in the United States or any foreign countries. UT SOUTHWESTERN will be responsible for payment provided with copies of all fees and costs arising from filingpatent-related communications, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions actions, responses, and responsesinvoices, [-#-]; or (b) Upon LICENSEE'S written request, UT SOUTHWESTERN will prepare and file foreign and domestic patent applications covering LICENSED SUBJECT MATTER in the United States and foreign countries, and LICENSEE shall bear the actual cost incurred in connection with searching, preparing, filing, prosecuting and maintaining same. BOARD When patenting expenses are incurred in this manner LICENSEE shall reimburse UT SOUTHWESTERN for all reasonable out-of-pocket expenses for [-#-]CONFIDENTIAL TREATMENT REQUESTED filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed exclusively under this AGREEMENT, payment to be made within 30 days after receipt of written notice from UT SOUTHWESTERN. UT SOUTHWESTERN shall provide LICENSEE and UNTHSC with a copy of any and all patent applications pertaining to LICENSED SUBJECT MATTER filed for which LICENSEE is bearing the actual cost of filing, as well as, copies of any documents received or filed during prosecution thereof. 15.4 LICENSEE must notify UT SOUTHWESTERN and UNTHSC of LICENSEE'S decision to file foreign patent applications at least 45 days prior to the foreign patent filing deadline. The notice concerning foreign filing shall be in writing and must identify the countries where patent applications are to be filed. If LICENSEE notifies UT SOUTHWESTERN and UNTHSC that it does not intend to pay costs associated with any patent application in the United States or any foreign country which UT SOUTHWESTERN and UNTHSC believe should be prepared and filed, then UT SOUTHWESTERN and UNTHSC may file such application at their own expense and LICENSEE shall have no rights under this AGREEMENT to said patent application or any patent which may issue therefrom. 15.5 In order to obtain the most complete coverage possible for LICENSEE'S activities under this AGREEMENT, the parties each shall have the right to review and comment upon patent applicationsthe wording of the specifications, claims and responses to office actions and other substantive patent documents Office Actions prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations for the taking of an action required or permitted with respect their submission to the filing, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion U.S. Patent and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, Trademark Office for any and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD will prepare and file the appropriate application(s) in the United States and foreign countries. e. LICENSEE will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as may be necessary in the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.-#-]

Patents and Inventions. 13.1 LICENSEEExcept as otherwise provided by written agreement of the Parties with respect to certain products or applications for which PLx, in its sole and absolute discretion, shall assume responsibility for deems it beneficial to establish alternative arrangements, the Parties agree that the Licensed Property includes all derivative works, copyrights, inventions, discoveries and direct other intangible personal property or rights created by Licensee or its agents in connection with the filingtransactions and activities contemplated herein (collectively, prosecutionthe “Inventions”), and maintenance of the patent applications and patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that all such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE Inventions shall be responsible owned (subject to the Patent License Agreement) solely by PLx and shall be “works made for payment of all fees and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions and responses. BOARD shall have the right to review and comment upon patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations hire” for the taking benefit of an action required or permitted with respect to the filingPLx. At its option, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD PLx will prepare and file the appropriate application(s) in patent applications as to the United States Licensed Territory, and foreign countries. e. LICENSEE Licensee will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN the reasonable cost of searching, preparing, filing, prosecuting, defending, and maintaining same with regard to the Licensed Territory. Licensee shall cause to be executed and shall deliver to PLx copies of all instruments, certificates and agreements as PLx shall reasonably request to establish and defend PLx’s rights in Inventions. To the extent that Licensee shall obtain any rights to the intellectual property rights of others in connection with filing, prosecuting and maintaining PATENT RIGHTS provided such costs have not been reimbursed pursuant to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will be due and payable by LICENSEE within 30 days of receipt. f. if BOARD elects not to file, prosecuteits performance hereunder, or maintain a patent application or patent included in that relate to any use of the PATENT RIGHTSLicensed Subject Matter, it Licensee shall so notify LICENSEE at least 30 days in advance obtain for PLx rights equal to those of Licensee, except that such rights shall survive termination of this Agreement. Licensee shall keep PLx fully informed of any such filing or payment deadline and LICENSEE may elect to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in and to such patent application or patent and BOARD shall have no further right, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents additions to the party prosecuting Licensed Property resulting from its activities contemplated or maintaining permitted hereunder, including any Inventions or licenses created or obtained. Among other purposes, the foregoing is intended to provide PLx with such patents and patent applications rights as may be necessary in Licensee held with respect to the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARDInventions, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdf) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any use thereof, upon the termination of its institutions includingthis Agreement, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or except that PLx’s rights to utilize any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property obtained from third parties that relate to the BOARD in accordance with the provisions of the policy. Licensed Property shall continue for not less than [*] = Certain confidential information contained in years following any termination of this documentAgreement. PLx shall have the right to audit Licensee’s and its agents and contract counterparties’ operations relating to the Licensed Property at any time, marked by bracketsand to interview all persons and take copies of all writings, is filed data and information, howsoever stored, recorded or maintained, as it shall reasonably deem appropriate under the circumstances, and Licensee shall ensure that any agreements with agents or others relating to the Securities and Exchange Commission pursuant Licensed Property, other than licenses to Rule 406 commercial party end users who have no right or obligation to create any portion of the Securities Act Licensed Property, ensure that PLx maintains such rights. Licensee shall cause its agents and employees to execute and deliver such instruments, agreements and certificates as shall be reasonably necessary to accomplishment of 1933the foregoing and the perfection of PLx’s rights in the Licensed Property, as amendedincluding any rights to use, relicense or sale thereof. 13.2 If Licensee develops a new Invention that may enhance the Licensed Property, Licensee will promptly notify PLx and provide PLx with adequate information necessary to evaluate such Invention. PLx agrees to consider new Inventions and to in good faith negotiate with Licensee to arrive at mutually agreeable consideration for new Inventions. Licensee shall be entitled to use such new Inventions, to the extent they may be applicable to other products not included under this Agreement, for its own exclusive use within the Licensed Territory at no cost to Licensee (provided that such new Inventions are not used in association with a Competing Product and that PLx is entitled to use such new Inventions at no cost to PLx in jurisdictions outside the Licensed Territory) subject to the conditions of Section 6.4(b)(iv).

Patents and Inventions. 13.1 LICENSEEExcept as otherwise provided by written agreement of the Parties with respect to certain products or applications for which PLx, in its sole and absolute discretion, shall assume responsibility for deems it beneficial to establish alternative arrangements, the Parties agree that the Licensed Property includes all derivative works, copyrights, inventions, discoveries and direct other intangible personal property or rights created by Licensee or its agents in connection with the filingtransactions and activities contemplated herein (collectively, prosecutionthe “Inventions”), and maintenance of the patent applications and patents within the PATENT RIGHTS (“PATENT RESPONSIBILITY”) using the patent attorney and/or law firm of its choice; provided that all such patent attorney and/or law firm (“COUNSEL”) has entered into an outside counsel contract with UT SOUTHWESTERN. 13.2 If LICENSEE notifies BOARD in writing that LICENSEE is assuming PATENT RESPONSIBILITY then the following provisions shall apply: a. LICENSEE Inventions shall be responsible owned (subject to the Patent License Agreement) solely by PLx and shall be “works made for payment of all fees and costs arising from filing, prosecution, and maintenance of the patent applications and patents within the PATENT RIGHTS and will directly pay COUNSEL for all such fees and costs; b. LICENSEE will provide BOARD, in a timely manner, copies of any and all patent applications included in PATENT RIGHTS, as well as copies of any patent prosecution related documents received or filed during the prosecution thereof including, but not limited to, office actions and responses. BOARD shall have the right to review and comment upon patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments provided such comments do not conflict with recommendation of COUNSEL; and c. if LICENSEE does not intend to file, prosecute or maintain any patent application or patent within the PATENT RIGHTS in a particular country, LICENSEE shall notify BOARD in writing at least 30 days before the time limit, if any, set forth in the applicable laws and regulations hire” for the taking benefit of an action required or permitted with respect to the filingPLx. At its option, prosecution, or maintenance of the applicable patent application or patent, then BOARD may elect, at its sole discretion and expense, to undertake the preparation, filing, prosecution, or maintenance of such patent application or patent in such country at its own expense, and such patent application or patent shall no longer be included in the PATENT RIGHTS licensed to LICENSEE under this AGREEMENT. 13.3 Until such time as LICENSEE notifies BOARD that LICENSEE is assuming PATENT RESPONSIBILITY as provided in Section 13.2 or if LICENSEE notifies BOARD in writing that it wishes BOARD to assume PATENT RESPONSIBILITY, the following provisions shall apply: a. BOARD will work closely with LICENSEE to develop a suitable strategy for the prosecution and maintenance of all PATENT RIGHTS. BOARD will confer with LICENSEE [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. regarding the choice of patent counsel and will identify to LICENSEE the patent counsel selected by BOARD to prosecute the PATENT RIGHTS; provided, that such patent counsel shall be reasonably acceptable to LICENSEE. b. it is intended that LICENSEE will interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. LICENSEE will receive, in a timely manner, copies of all documents received, prepared or filed during the prosecution of the patents and patent applications within the PATENT RIGHTS by the selected patent counsel. LICENSEE shall have the right to review and comment on all patent applications, responses to office actions and other substantive patent documents prior to filing and the right to have such documents revised prior to filing to reflect such comments, except to the extent impracticable. c. BOARD will consult with LICENSEE as provided herein, but shall maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS. In its discretion, BOARD may delegate specific authority to LICENSEE with respect to the prosecution and maintenance of the PATENT RIGHTS; provided, that (1) BOARD is provided with copies of patent applications and related documents as set forth in Section 13.2b, (2) BOARD may revoke the delegation at any time, and (3) counsel that is prosecuting the patent remains counsel to the BOARD unless BOARD agrees otherwise in writing. d. if LICENSEE requests in writing, that additional foreign and/or domestic patent applications covering LICENSED SUBJECT MATTER be filed, then BOARD PLx will prepare and file the appropriate application(s) in patent applications as to the United States Licensed Territory, and foreign countries. e. LICENSEE Licensee will reimburse UT SOUTHWESTERN for costs actually incurred by UT SOUTHWESTERN the reasonable cost of searching, preparing, filing, prosecuting, defending, and maintaining same with regard to the Licensed Territory. Licensee shall cause to be executed and shall deliver to PLx copies of all instruments, certificates and agreements as PLx shall reasonably request to establish and defend PLx’s rights in Inventions. To the extent that Licensee shall obtain any rights to the intellectual property rights of others in connection with filingits performance hereunder, prosecuting or that relate to any use of the Licensed Subject Matter, Licensee shall obtain for PLx rights equal to those of Licensee, except that such rights shall survive termination of this Agreement. Licensee shall keep PLx fully informed of any additions to the Licensed Property resulting from its activities contemplated or permitted hereunder, including any Inventions or licenses created or obtained. Among other purposes, the foregoing is intended to provide PLx with such rights as Licensee held with respect to the Inventions, or any use thereof, upon the termination of this Agreement, except that PLx’s rights to utilize any rights obtained from third parties that relate to the Licensed Property shall continue for not less than ten (10) years following any termination of this Agreement. PLx shall have the right to audit Licensee’s and maintaining PATENT RIGHTS provided its agents and contract counterparties’ operations relating to the Licensed Property at any time, and to interview all persons and take copies of all writings, data and information, howsoever stored, recorded or maintained, as it shall reasonably deem appropriate under the circumstances, and Licensee shall ensure that any agreements with agents or others relating to the Licensed Property, other than licenses to commercial party end users who have no right or obligation to create any portion of the Licensed Property, ensure that PLx maintains such costs have not been reimbursed pursuant rights. Licensee shall cause its agents and employees to Section 5.1e. UT SOUTHWESTERN will invoice LICENSEE on a quarterly basis for patent expenses paid by UT SOUTHWESTERN. The invoiced amounts will execute and deliver such instruments, agreements and certificates as shall be due reasonably necessary to accomplishment of the foregoing and payable by LICENSEE within 30 days the perfection of receiptPLx’s rights in the Licensed Property, including any rights to use, relicense or sale thereof. f. if BOARD elects not 13.2 If Licensee develops a new Invention that may enhance the Licensed Property, Licensee will promptly notify PLx and provide PLx with adequate information necessary to file, prosecute, or maintain a patent application or patent included in the PATENT RIGHTS, it shall so notify LICENSEE at least 30 days in advance of any evaluate such filing or payment deadline and LICENSEE may elect Invention. PLx agrees to assume responsibility for such patent or patent application, in which event, BOARD shall assign to LICENSEE its right, title in consider new Inventions and to in good faith negotiate with Licensee to arrive at mutually agreeable consideration for new Inventions. Licensee shall be entitled to use such patent application or patent and BOARD shall have no further rightnew Inventions, title or interest therein. 13.4 Each party shall fully cooperate with the other party to execute all lawful papers and instruments, make all rightful oaths and declarations, and provide original patent documents to the party prosecuting or maintaining such patents and patent applications as extent they may be necessary applicable to other products not included under this Agreement, for its own exclusive use within the Licensed Territory at no cost to Licensee (provided that such new Inventions are not used in association with a Competing Product and that PLx is entitled to use such new Inventions at no cost to PLx in jurisdictions outside the preparation and prosecution of all such patents and other applications and protections referred to in this Article 13. The Rules and Regulations of the BOARD, Series 90000, Intellectual Property (xxxx://xxx.xxxxxxxx.xxx/bor/rules/RRRas1.pdfLicensed Territory) sets forth the BOARD’S policy regarding intellectual property. All individuals subject to this policy (persons employed by SYSTEM or any the conditions of its institutions including, but not limited to, full and part-time faculty and staff and visiting faculty members and researchers, and anyone using the facilities or resources of the SYSTEM or any of its institutions, including, but not limited to, students enrolled at a SYSTEM institution whether undergraduate or master’s and doctoral degrees, and postdoctoral and predoctoral fellows) must assign their rights in intellectual property to the BOARD in accordance with the provisions of the policy. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedSection 6.4(b)(iv).