Common use of Patents and Inventions Clause in Contracts

Patents and Inventions. 14.1 If after consultation with PLx, both parties agree that a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applications, and PLx will pay the cost of searching, preparing, filing, prosecuting, and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation with PLx, both parties agree that a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applications, and PLx will pay the cost of searching, preparing, filing, prosecuting, and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- UTHSC-H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation 9.1 Inventorship of patentable developments or discoveries first conceived and actually reduced to practice in the performance of this Agreement (“Subject Inventions”) will be determined in accordance with PLx, both parties agree applicable U.S. Patent Law and University policy. 9.2 To the extent that a patent application should be filed for Licensed Subject Matter, Board University will prepare and file have the appropriate patent applicationslegal right to do so, and PLx provided Sponsor pays all direct and indirect costs of the Statement of Work including a proportionate share of all researcher salaries and benefits, Sponsor will pay have a time-limited first right to negotiate a license to the cost University’s interest in any Subject Invention. 9.3 University shall promptly disclose to Sponsor any Subject Inventions. Sponsor shall hold this disclosure on a confidential basis and will not disclose the information to any third party without the prior written consent of searchingUniversity. Sponsor will notify the University in writing within thirty (30) days of notice of such disclosure to Sponsor whether or not it wishes to secure an option or license to University’s interest in the disclosed Subject Invention (“Election Period”). Sponsor will have ninety (90) days from the date of election to conclude such option or license agreement with University (“Negotiation Period”). Said license will contain reasonable terms, preparing, filing, prosecutingwill require diligent performance by Sponsor for the timely commercial development and early marketing of all Subject Inventions subject to the license, and maintaining samewill include Sponsor's obligation to reimburse University's patent costs for all Subject Inventions subject to the license. In the event it is necessary in the opinion of University to file any patent applications to protect a Subject Invention during the Election or Negotiation Periods, Sponsor will reimburse patent costs incurred by University during such period(s). If PLx notifies Board that it such option or license negotiation is not concluded within the Negotiation Period or if Sponsor does not intend notify University of its wish to pay secure an option or license within the costs of an applicationElection Period, or if PLx does not respond or make an effort neither party will have any further obligation to agree the other with Board on respect to the disposition of rights University’s interest in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for Subject Invention and the purposes of this Agreement, and PLx will have no rights to such invention. Board Subject Invention will provide PLx a copy be disposed of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with University’s policies. 9.4 Nothing in this Section 14Agreement is or shall be construed as conferring by implication, Board and UTHSC-H shall not offer such invention or discovery toestoppel, or discuss such invention otherwise any license or discovery with, rights under any third partypatents or other rights of The Regents. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation with PLxDuring the performance of Task Orders, both the parties anticipate that inventions, innovations, and improvements ("Inventions") relating to the subject matter of such Task Orders may be conceived solely or jointly by principals, employees, consultants, or independent contractors (hereinafter called "Inventors") of the parties hereto. The parties agree that a patent application should be filed for Licensed Subject Matterthat, Board will prepare and file as of the appropriate patent applications, and PLx will pay the cost of searching, preparing, filing, prosecuting, and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes effective date of this Agreement, and PLx will have no Esri or its licensors own all intellectual property rights to such inventionin the COTS Software. Board will provide PLx a copy During the term of this Agreement, Licensee shall promptly notify Esri if Licensee becomes aware of any known or suspected infringement or violation of these rights. Each party shall retain title to any Inventions made or conceived solely by its Inventors during the term of this Addendum, including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Addendum. The parties shall jointly own any Inventions made or conceived jointly by Inventors from both parties. Where only one party has title to an Invention, that party, at its sole discretion, shall have the right, but not the obligation, at its expense to (i) decide on whether or not to seek or maintain, or to continue to seek or maintain, patent application for which PLx has paid protection in any country on such Invention; (ii) decide the extent and scope of such protection; and (iii) protect and enforce in any country any patents issued on such Invention. Except as provided in the next paragraph, where an Invention is jointly owned, each party shall share equally the costs of searchingacquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. The acquisition or maintenance of protection shall not be abandoned by a joint owner (the "Assigning Owner") without giving the other joint owner (the "Beneficial Owner") an opportunity to intervene and acquire or maintain protection at the Beneficial Owner's expense. The Assigning Owner electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such of its rights in such Inventions to the Beneficial Owner as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such event, preparing, the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and filing, as well as copies of any documents received or filed shall otherwise cooperate with the respective patent office Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. All Inventions made by Inventors during performance of tasks and activities defined by Task Orders during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the coststerm of this Addendum will be presumed, PLx shall be entitled to select legal counsel engaged by Board to prepare absent clear and prosecute same, subject convincing evidence to the approval of UTHSC-Hcontrary, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay have resulted from the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third partyInventors' activities under the Task Orders. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation 12.1 UNIVERSITY agrees to take appropriate steps to cause all personnel assigned to the RESEARCH to disclose any and all inventions and improvements conceived or reduced to practice by any of such personnel in the performance of the RESEARCH and relating to the subject matter thereof (Inventions). Within thirty (30) days of receiving a written inventions disclosure, UNIVERSITY will provide SPONSOR with PLxa copy of the disclosure. UNIVERSITY shall retain all right, both parties agree that a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applicationstitle, and PLx interest in and to such inventions and improvements and all patent applications therefore which it may file at its election. Additionally, SPONSOR shall promptly disclose to UNIVERSITY in writing any invention of which it may become aware in the performance of the RESEARCH, including any derivatives developed by SPONSOR which are based upon compounds or compound structures transferred by UNVERSITY to SPONSOR. (a) Inventorship will pay the cost of searching, be determined in accordance with applicable U.S. patent laws regarding inventorship. Any Invention conceived and reduced to practice: (i) solely by UNVERSITY’s personnel shall be owned by UNVERSITY (“UNIVERSITY Inventions”); (ii) jointly by UNVERSITY’s and SPONSOR’s personnel shall by jointly owned by UNVERSITY and SPONSOR (“Joint Inventions”). (b) UNIVERSITY shall be responsible for preparing, filing, prosecuting, prosecuting and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx UNIVERSITY Inventions. SPONSOR shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, responsible for preparing, filing, prosecuting and prosecuting such maintaining patent applications for Joint Inventions. Prior to filing a patent application or filing or responding to any outstanding communication in accordance connection with this Section 14a patent application directed to an Invention as defined herein, Board the filing party will provide the other with thirty (30)days notice to review and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third partyprovide comment thereon. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization UNVERSITY shall obtain appropriate written agreements from all personnel involved in the RESEARCH on UNIVERSITY’s behalf, including without limitation the PRINCIPAL INVESTIGATOR, such agreements shall require that all discoveries and inventions first conceived or reduced to instruct patent legal counsel directly at any timepractice using UNIVERSITY’s facilities, personnel, information or other resources shall be reported promptly and (d) assigned to UNVERSITY, PRINCIPAL INVESTIGATOR and other UNIVERSITY faculty, staff and students performing the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-HRESEARCH, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated not collaborate with others not employed by this Section. 14.3 In those cases where an Improvement has creators UNVERSITY (other than Dx. XxxxxxxxxxxxxSPONSOR) in performing the RESEARCH, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventorwithout SPONSOR’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLxprior written consent.

Patents and Inventions. 14.1 If after consultation New Invention or Discovery" shall mean any invention or discovery conceived and reduced to practice during and as a part of the Research performed pursuant to this Agreement by University's Principal Investigator, faculty, staff, employees, or students or jointly by such an individual or individuals with PLxone or more employees of the Sponsor. New Inventions or Discoveries made solely by University's Principal Investigator, both parties agree that faculty, staff, employees, or students shall be the sole property of the University or its designated patent agent, in accordance with the University's patent policy. New Inventions or Discoveries made jointly by University's faculty, staff employees, or students with one or more employees of the Sponsor shall be owned jointly by the University and the Sponsor. The University, consistent with the University's patent policy, will offer Sponsor the first opportunity to enter into a patent application should royalty-bearing license agreement to practice such New Invention or Discovery, by exercise of the option provided for in Section 8.C. Such license shall be filed exclusive and worldwide except for Licensed Subject Matter, Board will prepare those countries in which patents are valid and file the appropriate patent applications, and PLx will pay the cost of searching, preparing, filing, prosecuting, enforceable for which Sponsor does not reasonably assume out-of-pocket costs associated with obtaining and maintaining sameLetters Patent therein. If PLx notifies Board All remaining terms of the license, including payment to the University of a reasonable royalty, shall be established in good faith negotiation by the parties. The University shall promptly notify Sponsor, in writing, of any New Invention or Discovery. Sponsor agrees to hold such disclosure in confidence for two (2) years or until such disclosure becomes publicly available through no fault of Sponsor, whichever comes first. The notice shall provide a full written description of New Invention or Discovery. Sponsor shall have ninety (90) days after such notice to exercise the option to obtain the license identified in Section 8.B with respect to the identified New Invention or Discovery by written notification to the University. A failure by the Sponsor to timely notify University shall be deemed a waiver of the Sponsor's option but only with respect to the identified New Invention or Discovery and not to other New Inventions or Discoveries subject to this Agreement. The parties mutually acknowledge that it does not intend the United States Government, as a matter of statutory right under 35 USC Sections 200-212, holds or may hold a non-exclusive license and certain other rights under patents on inventions made as a consequence of research whose funding includes funds supplied by the United States Government. The University and the Principal Investigator each represent that to pay the costs extent each is aware of an applicationany funding supplied by the United States Government, the details of such funding are set forth in Exhibit E to this Agreement. In the event either becomes aware of such funding in the future, the details of such funding shall be provided immediately to the Sponsor. In the event the United States Government has such rights or in the future is found to have such rights with respect to all or any New Inventions or Discoveries, any license contemplated under this Agreement, even if PLx does not respond or make an effort termed "exclusive" license, shall be understood to agree with Board be subject to the rights of the United States Government, without any effect on the disposition of rights parties' remaining obligations, as set forth in the subject inventionlicense or in this Agreement. The right of publication by the University or its faculty, then Board may file an application at its own expensestaff, such invention employees or students, as indicated in Section 7, shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect affected by license to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld New Invention or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third partyDiscovery. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 6.1 If after consultation with PLx, LICENSEE both parties agree that a new patent application should be filed based on the information disclosure records in Exhibits A through E, or for Licensed Subject Matterany of the RESEARCH PROGRAM TECHNOLOGY RIGHTS (when and to the extent licensed under this AGREEMENT), Board UTMDACC will prepare and file the appropriate patent applicationsapplications with counsel acceptable to all parties, and PLx LICENSEE will pay the cost of searching, preparing, filing, prosecuting, prosecuting and maintaining same, subject to Section 4.4, unless the parties agree on a case-by-case basis that LICENSEE may prosecute such application directly. UTMDACC shall provide (or instruct patent counsel to provide) LICENSEE with all filings and correspondences sufficiently in advance, but not less than thirty (30) day, for LICENSEE to review and comment, and UTMDACC will incorporate all reasonable comments from LICENSEE, subject to any third party obligation of UTMDACC (if any). If PLx UTMDACC believes that a comment from LICENSEE is unreasonable, UTDMACC shall confer with LICENSEE with respect thereto, but LICENSEE shall have final decision making authority with respect to the filing, prosecution and/or maintenance of the EXCLUSIVE PATENT RIGHTS. Notwithstanding the foregoing, UTMDACC may take action immediately if necessary in light of a governmental or patent office deadline to preserve patent rights in LICENSED INTELLECTUAL PROPERTY. If LICENSEE notifies Board UTMDACC that it does not intend to pay the costs cost of an applicationfiling, prosecuting or maintaining a patent application or patent, or if PLx does not respond or LICENSEE is in arrears on any expense payments due under Section 4.4 and fails to make an effort to agree with Board on the disposition such payments of rights in the subject inventionany undisputed amount within sixty (60) days after receiving a written invoice from UTMDACC thereof, then Board UTMDACC may file an elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense. In the event UTMDACC files or continues prosecution or maintenance of such patent application or patent at UTMDACC’s expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no then LICENSEE’s rights to such inventionpatent or patent application under this AGREEMENT shall terminate, and LICENSEE shall have no further payment obligation under Section 4.4 with respect thereto for payment obligations that accrue after such termination of rights. Board UTMDACC will provide PLx LICENSEE with a copy of any patent application applications for which PLx LICENSEE has paid the costs cost of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect thereof and will where possible, and unless restricted by any third party rights, allow LICENSEE to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject listed as an accessing party to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect)prosecution. The Parties parties agree that they share a common legal interest to get valid enforceable patents and that PLx LICENSEE will maintain as keep all privileged all information received pursuant to this Section confidential. If UTMDACC notifies LICENSEE that it does not intend to conduct or continue with the filing, prosecuting or maintaining a patent application or patent, then LICENSEE may (unless prohibited by APPLICABLE LAW or any third party right) elect to file, not file, continue prosecution or maintenance, or abandon such patent applicationapplication or patent at its sole discretion (provided that nothing herein shall transfer ownership of a patent or patent application to LICENSEE), and if it is prohibited by APPLICABLE LAW or any third party right for LICENSEE to make such election, then UTMDACC shall conduct or continue with the filing, prosecution and/or maintenance of such patent application or patent at LICENSEE’s request and maintenance contemplated by this Sectionexpense (subject to any cost sharing provisions as set forth in Section 4.4). Notwithstanding any provision herein to the contrary, UTMDACC shall be under no obligation to take any action inconsistent with any obligations it has to a third party. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation with PLxIt is recognized and understood that this Agreement does not affect any rights to any inventions or intellectual property of either party owned or in existence prior to execution of this Agreement or that either party develops independently of or outside of this Agreement or any SOW (“Prior Inventions”). Prior Inventions are and will remain the separate property of CU Denver or Client, both parties agree that a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applicationsas applicable, and PLx will pay the cost of searching, preparing, filing, prosecutingare not affected by this Agreement, and maintaining same. If PLx notifies Board that it does not intend neither party shall have any claims to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in such separate Prior Inventions of the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the other. For purposes of this Agreement, “Invention” shall mean individually and PLx collectively all inventions, improvements and/or discoveries patentable or un-patentable, which are conceived, made, or reduced to practice by one or more of the parties to this Agreement. All Inventions arising out of this Agreement will have no rights be promptly disclosed to such inventionClient. Board will provide PLx a copy CU Denver shall not obtain or attempt to obtain patent coverage on Client-provided materials or information, without the express written consent of any Client. All inventions, patent application for applications, or patents made during this Agreement which PLx has paid the costs name as an inventor at least one employee of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx CU Denver shall be entitled owned as follows: i. Inventions which involve the use of, composition of, or improvement to select legal counsel engaged Client-provided materials or information, or a derivative or analogue of thereof shall belong to Client; and ii. Inventions which cover a scientific process, technique, procedure, medium, device or other process which is not unique to processing Client’s proprietary materials or does not derive from the use-of, composition of or improvement to Client-provided materials or information shall be owned by Board The CU Denver. Following written notification by The CU Denver to prepare Client of such inventions, Client shall have a ninety (90) day option to negotiate an exclusive license thereto. iii. Responsibility for filing patents and prosecute same, subject the associated costs will follow ownership. The option to negotiate an exclusive license shall expire six months after CU Denver has provided written notice to the approval Client. Upon exercise of UTHSC-Hthe option in writing, which approval the parties will meet within thirty (30) days to begin negotiating the terms of the license. The parties agree to negotiate in good faith. In the event a license is not be unreasonably withheld or delayed. Prior to PLx’s declining to pay executed within six (6) months from the costs exercise of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery tothe option, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who option is not an Inventor (“Third Party Inventor”)exercised within the Option Period, rights the CU Denver shall be free to such modification or license the Invention to others at the CU Denver's sole discretion with no further development shall require an inter-institutional agreement between obligation to the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLxClient.

Patents and Inventions. 14.1 If after consultation Inventorship of developments or discoveries first conceived and actually reduced to practice in performance of the RESEARCH under this Agreement will be determined in accordance with PLx, both parties agree that a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applications, and PLx will pay the cost of searching, preparing, filing, prosecuting, and maintaining sameU.S. Patent Law. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no All rights to such inventiondevelopments or discoveries made solely by employees of THE REGENTS will belong solely to THE REGENTS. Board All rights to such developments or discoveries made solely by employees of PROVIDER without using THE REGENTS’ research facilities will provide PLx a copy belong solely to PROVIDER. All rights to such developments or discoveries made jointly by employees of any patent application for which PLx has paid the costs of searching, preparingPROVIDER without using THE REGENTS’ research facilities, and filingemployees of THE REGENTS will belong jointly to THE REGENTS and PROVIDER. THE REGENTS shall disclose to PROVIDER any patentable inventions that necessarily use or necessarily incorporate the MATERIALS and are conceived and first actually reduced to practice in the performance of the RESEARCH under this Agreement (“INVENTIONS”). To the extent THE REGENTS is legally able to do so, as well as copies of THE REGENTS shall grant to PROVIDER a non-exclusive royalty-free license to any documents received or filed with the respective patent office during the prosecution thereofINVENTIONS for internal research purposes only. With respect PROVIDER acknowledges that this does not obligate THE REGENTS to file any patent applications to protect such INVENTIONS. To the extent THE REGENTS is legally able to do so, THE REGENTS shall grant to PROVIDER a time-limited first right to negotiate an exclusive royalty-bearing commercial license to any INVENTIONS. PROVIDER shall advise THE REGENTS in writing within thirty (30) days of disclosure to PROVIDER whether or not it wishes to secure such license. PROVIDER shall have sixty (60) days from the date of election to conclude a license agreement with THE REGENTS. During the election and negotiation periods, PROVIDER shall assume all costs associated with securing and maintaining patent protection for such INVENTIONS. If PROVIDER does not elect to secure such license or if such agreement is not concluded in said period, rights to the INVENTIONS disclosed hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval disposed of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14THE REGENTS’ policies with no further obligation to PROVIDER. Nothing contained in the Agreement shall be deemed to grant either directly or by implication, Board and UTHSC-H shall not offer such invention or discovery toestoppel, or discuss such invention otherwise any license under any patents, patent applications or other property interests of any other invention, discovery withor improvement of either party, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority except as expressly provided in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation with PLxa. The parties shall work together to identify additional discoveries and inventions ("New Inventions") that both (i) result from the research conducted under the Research Agreement and (ii) are in addition to the Compounds (and all Products, both parties agree that a patent application should be filed for Licensed Subject Matterrights, Board will prepare and file the appropriate patent applicationstechnology, and PLx will pay the cost of searching, preparing, filing, prosecuting, and maintaining sameknow-how related thereto). If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy The inventors of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx New Invention shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparingresponsible for drafting, filing, and prosecuting all patent applications relating to New Inventions with the assistance from a patent attorney or patent agent as appropriate (US and foreign), where such New Inventions result from the Funded Research and inventorship resides either solely with Nair or employees of Nair or solely with BNP or employees of BNP. In the event New Inventions arise from the Funded Research where employees of BNP and employees of Nair are jointly named as inventors, the parties shall agree on which of the parties will handle the drafting, filing, and prosecution activities. In cases where Nair handles the patent drafting, filing, and prosecution activities, BNP shall be given an opportunity to review and provide input into the content of the first filed application and shall be kept informed as to the progress of the patenting activity (provided BNP exercises its option for an exclusive license as set forth in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party10 below). 14.2 At b. BNP shall receive exclusive assignment and be the election owner of Board through UTHSC-Hall patent applications, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any timepatents, and (d) the other intellectual property rights with respect to New Inventions where inventorship of a New Invention resides solely in BNP or employees of BNP. Patents, patent legal counsel remains counsel applications and other intellectual property rights relating to UTHSC-H New Inventions which name, as joint inventors, one or more employees of BNP with an appropriate contract (one or more employees of Nair or Nair shall be jointly assigned to BNP and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-HNair with each party taking a one half undivided ownership interest in such patents, patent applications, and other intellectual property rights relating thereto. Neither party will use or license patents or other intellectual property rights which are jointly assigned to Nair and BNP without first entering into an appropriate engagement letter agreement with System and conflict waiver are in effect)the other party. The Parties parties agree that they share a common legal interest all patents, patent applications and other intellectual property rights relating to get valid enforceable patents New Inventions that are owned by Nair or jointly owned by Nair and that PLx will maintain as privileged all information received pursuant BNP shall be subject to any patent application, prosecution and maintenance contemplated by this Sectionthe exclusive option in Section 10 hereof. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.

Patents and Inventions. 14.1 If after consultation with PLx1. All rights and title to all inventions, both parties agree that a improvements and/or discoveries, including software, know-how, patent application should and other intellectual or industrial property conceived and/or made by one or more employees or students of FOUNDATION in the performance of the agreement, shall belong to the FOUNDATION. All rights and title to all inventions, improvements and/or discoveries, including software, know-how, patent and other intellectual or industrial property conceived and/or made jointly by one or more employees or students of FOUNDATION and one or more employees of CONTRACTOR in the performance of the agreement, shall belong jointly to the FOUNDATION and CONTRACTOR. 2. FOUNDATION shall promptly notify CONTRACTOR of any inventions, improvements, discoveries, software and the like conceived and/or made during the performance of this agreement (hereafter "Inventions"). Disclosures submitted by FOUNDATION to CONTRACTOR shall be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applications, and PLx will pay the cost of searching, preparing, identified as confidential. 3. The filing, prosecuting, and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of rights in the subject invention, then Board may file an application at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of patent applications and patents covering Inventions shall be carried out by the Patent Rights or Additional Patent RightsCONTRACTOR at its sole discretion and expense. In the event the CONTRACTOR elects not to apply for any such patents, (c) UTHSC-H may revoke this authorization the foundation shall have the option, at its sole expense, to instruct patent legal counsel directly at any time, and (d) apply for the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect)patents. The Parties agree that they share a common legal interest CONTRACTOR shall confirm its intention not to get valid enforceable apply for any such patents in writing. FOUNDATION and that PLx will maintain as privileged all information received pursuant to any patent applicationCONTRACTOR shall co-operate in the filing, prosecution and maintenance contemplated by this Sectionof inventions. 14.3 In those cases where an Improvement has creators other than Dx4. XxxxxxxxxxxxxAt the sole discretion of the CONTRACTOR, the FOUNDATION shall license all rights to inventions, improvements and/or discoveries, including another System employeesoftware, who is not an Inventor (“Third Party Inventor”)know-how, rights patent and other intellectual or industrial property resulting from the sponsored work to such modification the CONTRACTOR or further development shall require an inter-institutional agreement between to a party designated by the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx CONTRACTOR. The license will be necessary if exclusive rights are desired by PLxworld-wide and exclusive. CONTRACTOR will pay FOUNDATION one tenth of one percent of revenues received from third parties for sub-licences or of any direct product sales for products developed subject to the license. If CONTRACTOR does not carry out any development work on any particular application of said inventions, improvements and/or discoveries resulting from the sponsored work for a period of two years or more, FOUNDATION will have the right to enter into good faith negotiations with CONTRACTOR to license and develop said inventions, improvements and/or discoveries.

Patents and Inventions. 14.1 If after consultation (a) WuXi will acquire no rights of any kind with PLxrespect to the Task Materials or other materials provided by Pfizer to WuXi under the terms of this Agreement. WuXi will not obtain and will not attempt to obtain patent coverage on the Task Materials or their use without the express written consent of Pfizer. (b) All inventions, both parties agree that discoveries, improvements, trade secrets, know-how and the like, whether patentable or not, arising out of a patent application should be filed for Licensed Subject Matter, Board will prepare and file the appropriate patent applicationsTask or in response to a Pfizer proposal request utilizing Pfizer’s Confidential Information and/or Task Materials, and PLx relating to the Task Materials, shall be the property of the Pfizer. WuXi represents that each of its employees has agreed to assign to WuXi all inventions made, conceived or first reduced to practice by such employees in the course of his or her employment. WuXi agrees that if, during a Task carried out under this Agreement, any of its employees shall make, conceive or first reduce to practice an invention which relates directly to the Task Materials, WuXi will pay promptly make the cost invention known to Pfizer. At the request of searchingPfizer, preparingWuXi agrees to assign to Pfizer any and all right, filing, prosecutingtitle and interest in an invention arising out of a Task or in response to a Pfizer proposal request utilizing Pfizer’s Confidential Information and/or Task Materials, and maintaining samerelating directly to the Task Materials. If PLx notifies Board that it does not intend Such assignment shall be made without additional payment by Pfizer. WuXi, upon request, shall assist Pfizer in connection with the preparation and prosecution of any application for letters patent or certificate of invention relating to pay the costs of an application, or if PLx does not respond or make an effort to agree with Board on the disposition of invention. Pfizer shall be responsible for all expenses incurred by WuXi in establishing Pfizer’s patent rights. (c) Pfizer shall have no property rights in the subject inventiontesting methods, then Board may file an application at its own expensepractices, such invention shall not be included procedures, or other methodological innovations, or in Patent Rights the test apparatus or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office equipment developed by WuXi during the prosecution thereof. With respect to any patent applications hereunder conduct of a Task, unless developed exclusively for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board to prepare and prosecute same, subject to the approval of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLxWuXi’s declining to pay the costs of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third party. 14.2 At the election of Board through UTHSC-H, PLx will either pay patent legal counsel directly for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this Section. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed performance under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries Agreement or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLxwhich is developed jointly with Pfizer.

Patents and Inventions. 14.1 If after consultation with PLx8.1 The Parties recognize and understand that either Party’s existing inventions and technologies, both parties agree that a patent application should be filed for Licensed Subject Matterincluding the SPONSOR’s [Study Drug(s) and/or Study Device(s)] and information and technology relating to the Protocol, Board will prepare and file the appropriate patent applicationsare its separate property, respectively, and PLx will pay are not affected by this AGREEMENT. Neither Party shall have any claims to or rights in existing inventions and technologies of the cost other Party. 8.2 All inventions or improvements conceived and reduced to practice by INSTITUTION during the term of searchingthis AGREEMENT that directly relate to the [Study Drug(s) and/or Device(s)], preparing, filing, prosecuting, and maintaining same. If PLx notifies Board that it does not intend to pay the costs of an applicationSPONSOR Information, or if PLx does not respond or make an effort the Protocol shall be owned by SPONSOR (SPONSOR Invention). INSTITUTION agrees to agree with Board on the disposition of rights assign its right, title and interests in the subject invention, then Board may file an application such SPONSOR Invention and to promptly disclose in writing to SPONSOR any such inventions and improvements; to give all reasonable assistance to enable SPONSOR at its own expense, such invention shall not be included in Patent Rights or Additional Patent Rights for the purposes of this Agreement, and PLx will have no rights to such invention. Board will provide PLx a copy of any patent application for which PLx has paid the costs of searching, preparing, and filing, as well as copies of any documents received or filed with the respective patent office during the prosecution thereof. With respect to any patent applications hereunder for which PLx is obligated to bear the costs, PLx shall be entitled to select legal counsel engaged by Board expense to prepare and prosecute sameany United States or foreign patent applications; and to execute all appropriate documents and assignments for such applications. INSTITUTION’s obligation to disclose, assist and execute shall survive termination of this AGREEMENT. SPONSOR shall be responsible at its own expense for filing, prosecuting and maintaining patent applications covering such SPONSOR Inventions. 8.3 Title to any inventions or discoveries arising from this Study and conceived and reduced to practice solely by INSTITUTION employees and not from SPONSOR Information, or the Protocol, or from data collected according to ARTICLE 5.3, shall be owned by the INSTITUTION (INSTITUTION Invention) and shall be promptly disclosed in writing to SPONSOR. 8.4 Consistent with the INSTITUTION’s patent policy, INSTITUTION will offer SPONSOR the first option to a non-exclusive license to such INSTITUTION Invention with terms and conditions to be negotiated under a separate agreement. The first option shall extend for 90 days from the date of disclosure to SPONSOR, unless such option period is extended by written agreement of the Parties. If SPONSOR elects not to exercise its option, INSTITUTION shall be under no further obligation to SPONSOR regarding licensing. 8.5 Any and all inventions and discoveries arising from this Study and conceived and reduced to practice solely by SPONSOR’s employees are not subject to the approval terms and conditions of UTHSC-H, which approval will not be unreasonably withheld or delayed. Prior to PLx’s declining to pay this AGREEMENT and are the costs sole and exclusive property of searching, preparing, filing, and prosecuting such patent application in accordance with this Section 14, Board and UTHSC-H shall not offer such invention or discovery to, or discuss such invention or discovery with, any third partySPONSOR. 14.2 At 8.6 INSTITUTION’s Office of Technology Licensing (OTL) is the election point of Board through UTHSC-H, PLx will either pay patent legal counsel directly contact for patent expenses or will reimburse UTHSC- H for such patent expenses. Patent expense payment delinquencies (whether owed directly to patent legal counsel or to UTHSC-H) will be considered a payment default for purposes of Section 7.4. At its discretion, UTHSC-H may allow PLx to instruct patent legal counsel directly, provided, that (a) UTHSC-H is copied on all correspondence regarding Patent Rights or Additional Patent Rights, (b) UTHSC-H will maintain final authority in all decisions regarding the prosecution invention disclosures and maintenance of the Patent Rights or Additional Patent Rights, (c) UTHSC-H may revoke this authorization to instruct patent legal counsel directly at any time, and (d) the patent legal counsel remains counsel to UTHSC-H with an appropriate contract (and shall not jointly represent PLx unless requested by PLx and approved by UTHSC-H, and an appropriate engagement letter with System and conflict waiver are in effect). The Parties agree that they share a common legal interest to get valid enforceable patents and that PLx will maintain as privileged all information received pursuant to any patent application, prosecution and maintenance contemplated by this SectionIntellectual Property Licensing agreements. 14.3 In those cases where an Improvement has creators other than Dx. Xxxxxxxxxxxxx, including another System employee, who is not an Inventor (“Third Party Inventor”), rights to such modification or further development shall require an inter-institutional agreement between the Third Party Inventor’s employer(s) and UTHSC-H regarding these matters, in order for exclusive rights to be conveyed under this Agreement; otherwise a separate agreement for such Third Party Inventor discoveries or inventions between the Third Party Inventor’s employer(s) and PLx will be necessary if exclusive rights are desired by PLx.