Common use of Patents and Inventions Clause in Contracts

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention, then UTMDACC may file such application at its own expense and LICENSEE’s rights to such application under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE with a copy of the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. 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.

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an applicationfiling, prosecuting or maintaining a patent application or patent directed to the PATENT RIGHTS, or if LICENSEE does not respond fails to promptly confirm its intent to pay the cost of filing, prosecuting or make an effort to agree with UTMDACC maintaining a patent application or patent upon inquiry from UTMDACC, or if LICENSEE is in arrears on the disposition of rights of the subject inventionany expense payments due under Section 4.1 (a), then UTMDACC may file take any action it deems appropriate with respect to such patent application or patent. By way of example, and not by way of limitation, UTMDACC may elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense and without further notice to LICENSEE. In the event UTMDACC files or continues prosecution or maintenance of such patent application or patent at UTMDACC’s expense, then LICENSEE’s rights to such application invention under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE with a copy of the any applications and substantive filings and correspondence with or to a patent office with respect to any patent application or patent for which LICENSEE has paid the cost of filing, as well as and is continuing to pay PATENT EXPENSES in accordance with Section 4.1(a). UTMDACC will use reasonable efforts to provide copies of any documents received such applications, substantive filings and correspondence to be sent to or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean office sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC submission so as to allow give LICENSEE a reasonable opportunity to meaningfully review such decision or written response comment thereon. BOARD and also provide UTMDACC shall consider LICENSEE’s comments in good faith, but shall not be required to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written responseimplement them. 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.

Patents and Inventions. 6.1 If after consultation After the EFFECTIVE DATE, with LICENSEE both parties agree that the exception of PATENT RIGHTS relating to the ARONEX PATENT, Licensee will assume control and responsibility for the filing, prosecution and maintenance of the PATENT RIGHTS, including new applications and patent applications and patents existing as of the EFFECTIVE DATE. Should a new patent application should be filed for necessary to develop the LICENSED SUBJECT MATTERMATTER (other than LICENSED SUBJECT MATTER covered by the ARONEX PATENT), UTMDACC LICENSEE will prepare and file the appropriate patent applications, using an attorney or agent of LICENSEE's choosing, subject to consent by UTMDACC, which consent shall not be unreasonably withheld, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. LICENSEE shall promptly notify UTMDACC if it does not intend to pursue any application or patent, including maintaining any existing patents. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an applicationpursue any application or patent, or if LICENSEE does not respond or make an effort reasonable efforts to agree with UTMDACC on the disposition of rights of the a subject invention, then UTMDACC may file such application or pursue said patent at its own expense and LICENSEE’s 's rights to such application invention under this AGREEMENT shall terminate in their entirety; provided, however, that if . LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE UTMDACC with a copy of the any application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with by or on behalf of LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patents or patent applications within the covered by PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. The parties agree that they share a common legal interest to get valid enforceable patents and that UTMDACC and LICENSEE will keep all privileged information received pursuant to this Section confidential. UTMDACC agrees to provide all information in its possession (including but not limited to data, reports or memoranda) reasonably necessary to LICENSEE for the prosecution of any current or future patent application related to the LICENSED SUBJECT MATTER. As between LICENSEE, BOARD and UTMDACC, BOARD and UTMDACC shall have full and complete control over filing, prosecution, maintenance and all other patenting matters relating to the ARONEX PATENT.

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an applicationa patent application in a specific country, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject inventioninvention in such country, then UTMDACC may may, but is not obligated to, file such patent application at its own expense and LICENSEE’s rights such patent application in such country shall cease to such application be included in the PATENT RIGHTS under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictionsAGREEMENT. UTMDACC will consult with and keep LICENSEE fully informed of the status of any patent application or patent directed to the PATENT RIGHTS, and will provide LICENSEE with a copy of the application any patent applications for which LICENSEE has paid the cost of filing, as well as copies of any material documents received or filed during prosecution thereof, such as patent applications, office actions, and responses. UTMDACC will request that copies of all documents prepared by prosecution counsel for submission to governmental patent offices be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. UTMDACC shall consult with consider comments made by LICENSEE in a timely manner concerning (i) scope and content regarding prosecution of all patent applications within the PATENT RIGHTS prior in good faith, but shall not be required to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of implement them UTMDACC will not knowingly abandon any patent applications within application or patent for which LICENSEE is paying the PATENT RIGHTScosts of prosecution without reasonable notice to LICENSEE. For purposes If LICENSEE is not in default on any of its obligations under this Paragraph 6.1AGREEMENT, “timely” UTMDACC shall mean sufficiently consider in advance of good faith any decision requests made by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such continue prosecution, but the final decision to continue or written response and also provide comments to UTMDACC abandon shall be in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. sole discretion The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE each party will keep maintain as privileged all privileged information received pursuant to this Section 6.1 In addition, such information shall be considered to fall within the definition of “Confidential Information” as set forth in Section 11.1, last paragraph, whether or not marked “confidential”.

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER or IMPROVEMENT PATENTS, UTMDACC UNTHSC will prepare and file appropriate patent applications, through patent counsel selected by UNTHSC and agreeable to LICENSEE, and LICENSEE will pay the reasonable cost of searching, preparing, filing, prosecuting and maintaining samesame in the following countries: The United States, Canada, Mexico, The countries of the European Union, Japan, Australia, China, South Korea, India, Russia, Israel, Brazil, and such other countries as LICENSEE may designate in writing to UNTHSC from time to time for a particular patent. If LICENSEE notifies UTMDACC UNTHSC that it does not intend to pay the cost of an applicationapplication in any of the countries set forth above, or if LICENSEE does not respond or make an a good faith effort to agree with UTMDACC UNTHSC on the disposition of rights of the subject inventioninvention within 90 days after actual written notice, delivered pursuant to the notice provisions of this Agreement, then UTMDACC UNTHSC may file such application at its own expense and LICENSEE’s rights to such application invention under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC UNTHSC will provide LICENSEE with a copy of the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. 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. 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. UNTHSC will request that copies of all documents prepared by the selected patent counsel be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. At its discretion, UNTHSC may allow LICENSEE to instruct patent counsel directly, provided, that (a) UNTHSC will maintain final authority in all decisions regarding the prosecution and maintenance of the PATENT RIGHTS, (b) UNTHSC may revoke this authorization to instruct patent counsel directly at any time, and (c) the patent counsel remains counsel to UNTHSC with appropriate contracts, engagement letters and/or conflict waivers in effect, as necessary. UNTHSC reserves in its discretion the ability to change patent counsel and to approve or disapprove any requested changes by LICENSEE. 6.2 Upon filing of any IMPROVEMENT PATENTS pursuant to section 6.1 in this Agreement, the parties agree to amend Exhibit 1 in this Agreement such that PATENT RIGHTS include any such IMPROVEMENT PATENTS.

Patents and Inventions. 6.1 If After the EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after consultation with the EFFECTIVE DATE and any patents granted pursuant thereto or divided out therefrom and LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file the appropriate patent applications, using an attorney or agent of LICENSEE's choosing, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention, then UTMDACC may file such application at its own expense and LICENSEE’s rights to such application under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will promptly provide LICENSEE LICENSOR with a copy of the any application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any correspondence and documents received or filed by or on behalf of LICENSEE during filing, prosecution thereofand/or maintenance of any such patent applications and patents including but not limited to all correspondence received from or sent to any patent offices relating (whether in whole or in part) to PATENT RIGHTS . UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or memoranda) necessary to LICENSEE for the prosecution of any current patent applications application comprised in PATENT RIGHTS. 6.2 LICENSEE shall promptly notify LICENSOR if it does not intend (a) to pursue any patent application comprised within the PATENT RIGHTS prior or relating to filing any improvements to PATENT RIGHTS developed or acquired by LICENSEE after EFFECTIVE DATE; and/or (b) to continue to maintain in force any patents within PATENT RIGHTS or relating to any improvements to PATENT RIGHTS. If LICENSEE does not intend to pursue any such patent applicationsapplication or to maintain in force any such patent, it will promptly notify LICENSOR such that LICENSOR, if it so wishes, may take over the prosecution of such patent application or the maintenance of such patent. LICENSOR may, at its sole option and discretion, file or prosecute or maintain such patent application or patent at its own expense. In respect of any patent application or patent relating to improvements to PATENT RIGHTS, LICENSEE shall assign to LICENSOR its entire right, title and interest in and to the invention which is the subject of such patent application and such patent application, subject to reimbursement of LICENSEE’s acquisition, maintenance and transfer costs, if applicable. LICENSEE agrees to co-operate with LICENSOR by making available all information in its possession (iiincluding but not limited to data, reports or memoranda) content of and proposed responses reasonably necessary to official actions of LICENSOR for the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within application or for the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance filing of any decision patent application in respect of any invention assigned by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision LICENSOR hereunder. Where LICENSEE decides in accordance with this section 6.2 not to prosecute any patent application comprised within PATENT RIGHTS or to maintain in force any patent comprised within PATENT RIGHTS LICENSOR shall be entitled, at its option and in its sole discretion, on written response and also provide comments notice to UTMDACC LICENSEE either to render the license granted to LICENSEE in advance respect of such decision patent or deadline patent application non-exclusive or to allow comments terminate such licence. 6.3 LICENSEE shall notify LICENSOR in good time, prior to making or attempting to make any change to or restriction of LICENSEE respect to the any claim of any patent application or patent comprised within PATENT RIGHTS to be considered and incorporated into UTMDACCafford LICENSOR, at LICENSOR’s decision or written response. own expense, an opportunity to suggest an alternative to LICENSEE’s proposal. 6.4 The parties PARTIES agree that they share a common legal interest to get valid enforceable patents and that LICENSEE LICENSOR and LICENSEE, will keep all privileged information received pursuant to this Section VI confidential.

Patents and Inventions. 6.1 If After the EFFECTIVE DATE, LICENSEE will at its sole cost and expense (a) within applicable time limits prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all patent applications and patents comprised within PATENT RIGHTS together with any patents divided out therefrom, (b) within applicable time limits apply for, prosecute and, subject to the provisions of section 6.2 hereinbelow, maintain in force for the full term thereof all and any possible extensions to or continuations of any patents within PATENT RIGHTS including but not limited to supplementary patent certificates and (c) within applicable time limits file, prosecute and maintain in force any patent applications in respect of any improvements to PATENT RIGHTS developed or acquired by L1CENSEE after consultation with the EFFECTIVE DATE and any patents granted pursuant thereto or divided out therefrom and LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file the appropriate patent applications, using an attorney or agent of LICENSEE’s choosing, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention, then UTMDACC may file such application at its own expense and LICENSEE’s rights to such application under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will promptly provide LICENSEE LICENSOR with a copy of the any application for which LICENSEE has paid the cost filed by or on behalf of filingLICENSEE, as well as copies of any correspondence and documents received or filed by or on behalf of LICENSEE during filing, prosecution thereofand/or maintenance of any such patent applications and patents including but not limited to all correspondence received from or sent to any patent offices relating (whether in whole or in part) to PATENT RIGHTS . UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content LICENSOR agrees to provide copies of all information in its possession (including but not limited to data, reports or memoranda) necessary to LICENSEE for the prosecution of any current patent applications application comprised in PATENT RIGHTS. 6.2 LICENSEE shall promptly notify LICENSOR if it does not intend (a) to pursue any patent application comprised within the PATENT RIGHTS prior or relating to filing any improvements to PATENT RIGHTS developed or acquired by LICENSEE after EFFECTIVE DATE; and/or (b) to continue to maintain in force any patents within PATENT RIGHTS or relating to any improvements to PATENT RIGHTS. If LICENSEE does not intend to pursue any such patent applicationsapplication or to maintain in force any such patent, it will promptly notify LICENSOR such that LICENSOR, if it so wishes, may take over the prosecution of such patent application or the maintenance of such patent. LICENSOR may, at its sole option and discretion, file or prosecute or maintain such patent application or patent at its own expense. In respect of any patent application or patent relating to improvements to PATENT RIGHTS, LICENSEE shall assign to LICENSOR its entire right, title and interest in and to the invention which is the subject of such patent application and such patent application, subject to reimbursement of LICENSEE’s acquisition, maintenance and transfer costs, if applicable. LICENSEE agrees to co-operate with LICENSOR by making available all information in its possession (iiincluding but not limited to data, reports or memoranda) content of and proposed responses reasonably necessary to official actions of LICENSOR for the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within application or for the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance filing of any decision patent application in respect of any invention assigned by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision LICENSOR hereunder. Where LICENSEE decides in accordance with this section 6.2 not to prosecute any patent application comprised within PATENT RIGHTS or to maintain in force any patent comprised within PATENT RIGHTS LICENSOR shall be entitled, at its option and in its sole discretion, on written response and also provide comments notice to UTMDACC LICENSEE either to render the license granted to LICENSEE in advance respect of such decision patent or deadline patent application non-exclusive or to allow comments terminate such licence. 6.3 LICENSEE shall notify LICENSOR in good time, prior to making or attempting to make any change to or restriction of LICENSEE respect to the any claim of any patent application or patent comprised within PATENT RIGHTS to be considered and incorporated into UTMDACCafford LICENSOR, at LICENSOR’s decision or written response. own expense, an opportunity to suggest an alternative to LICENSEE’s proposal. 6.4 The parties PARTIES agree that they share a common legal interest to get valid enforceable patents and that LICENSEE LICENSOR and LICENSEE, will keep all privileged information received pursuant to this Section VI confidential.

Patents and Inventions. 6.1 If after consultation with FHCRC will control the preparation, filing, prosecution, maintenance and defense of PATENT RIGHTS, using patent counsel reasonably acceptable to the LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay reimburse FHCRC’s [***] for the cost same. FHCRC shall keep LICENSEE reasonably informed regarding matters related to the prosecution and maintenance of searching, preparingeach patent or patent application within the licensed PATENT RIGHTS and provide LICENSEE the reasonable opportunity to review and comment on material submissions to any patent office relating thereto. FHCRC will consider in good faith any recommendations made by LICENSEE relating to the preparation, filing, prosecuting prosecution, maintenance and maintaining samedefense of PATENT RIGHTS covered by this Section 6.1 including, without limitation, in regards to where patent filings should be made. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject invention, then UTMDACC may file such application at its own expense and LICENSEE’s rights to such application under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC FHCRC will provide LICENSEE with a copy of the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult all of FHCRC’s material communications to and from the relevant patent offices with LICENSEE in a timely manner concerning (i) scope and content respect to the PATENT RIGHTS, including, without limitation, text of all patent applications within the PATENT RIGHTS prior and patents issued therein. 6.2 At any time, LICENSEE shall notify FHCRC if LICENSEE wishes to filing such patent applications, and (ii) content of and proposed responses terminate its license to official actions any of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications or patents within the PATENT RIGHTS. For purposes of this Paragraph 6.1LICENSEE shall identify such patent applications and patents to FHCRC in writing, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance which event, [***] after receipt of such decision or deadline written notice by FHCRC, (a) LICENSEE’s license to allow comments such patent applications and patents shall terminate and such identified patent applications and patents shall no longer be deemed licensed PATENT RIGHTS under this AGREEMENT, and (b) LICENSEE shall have no further obligation to pay any costs and expenses incurred by FHCRC for the prosecution and maintenance of such identified patents and patent applications. For the avoidance of doubt, FHCRC may independently, and at its own expense, maintain any such patent applications and patents after such a termination by LICENSEE, and LICENSEE will have no rights hereunder with respect to such patent applications and patents. 6.3 LICENSEE (and its SUBLICENSEES) shall have the right, on a LICENSED PRODUCT-by-LICENSED PRODUCT basis, to select a patent within the PATENT RIGHTS to seek a term extension for or supplementary protection certificate under in accordance with the applicable laws of any country. Each party agrees to execute any documents and to take any additional actions as the other party may reasonably request in connection therewith. LICENSEE shall consult with FHCRC and consider its views in good faith before applying for a patent term extension or supplementary protection certificate for any LICENSED PRODUCT. 6.4 LICENSEE agrees that all packaging containing individual LICENSED PRODUCT(S), documentation therefor and, when possible, for actual LICENSED PRODUCT(S) sold by LICENSEE and/or any SUBLICENSEE will be considered permanently and incorporated into UTMDACClegibly marked with the number of any applicable patent(s) licensed hereunder in accordance with each country’s decision patent laws, including Title 35 of the United States Code. 6.5 In the event LICENSEE intends to challenge the validity or written response. The parties agree that they share a common legal interest to get valid enforceable patents and that enforceability of any of the PATENT RIGHTS, LICENSEE will keep (a) give FHCRC [***] prior written notice; (b) continue to make all privileged information received pursuant payments required hereunder directly to this FHCRC without the right to pay into escrow or other account any such amounts; (c) reimburse all otherwise unreimbursed costs and expenses of FHCRC regarding such challenge including attorneys’ fees; (d) from the date of the decision by the District Court upholding all or part of claims within PATENT RIGHTS, until the end of the Term, make payments under Section confidential4.1(e) at [***] the royalty rate otherwise required in Section 4.1(e). For purposes of clarity, [***] agrees that [***] made to FHCRC or to be made to FHCRC is [***] as the result of any challenge by LICENSEE to the validity or enforceability of the PATENT RIGHTS [***].

Patents and Inventions. 6.1 (a) If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost of an applicationa patent application in a specific country, or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject inventioninvention in such country, then UTMDACC may may, but is not obligated to, file such patent application at its own expense and LICENSEE’s rights such patent application in such country shall cease to such application be included in the PATENT RIGHTS under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictionsAGREEMENT. UTMDACC will consult with and keep LICENSEE fully informed of the status of any patent application or patent directed to the PATENT RIGHTS, and will provide LICENSEE with a copy of the application any patent applications for which LICENSEE has paid the cost of filing, as well as copies of any material documents received or filed during prosecution thereof, such as patent applications, office actions, Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. and responses. UTMDACC will request that copies of all documents prepared by prosecution counsel for submission to governmental patent offices be provided to LICENSEE for review and comment prior to filing, to the extent practicable under the circumstances. UTMDACC shall consult with consider comments made by LICENSEE in a timely manner concerning (i) scope and content regarding prosecution of all patent applications within the PATENT RIGHTS prior in good faith, but shall not be required to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of implement them. UTMDACC will not knowingly abandon any patent applications within application or patent for which LICENSEE is paying the PATENT RIGHTScosts of prosecution without reasonable notice to LICENSEE. For purposes If LICENSEE is not in default on any of its obligations under this Paragraph 6.1AGREEMENT, “timely” UTMDACC shall mean sufficiently consider in advance of good faith any decision requests made by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such continue prosecution, but the final decision to continue or written response and also provide comments to UTMDACC abandon shall be in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written responsesole discretion. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE each party will keep maintain as privileged all privileged information received pursuant to this Section 6.1. In addition, such information shall be considered to fall within the definition of “Confidential Information” as set forth in Section 11.1, last paragraph, whether or not marked “confidential." (b) Provided that (1) LICENSEE is not in breach or default of its obligations under this AGREEMENT, and (2) LICENSEE has made advance payment of anticipated patent expenses when requested by UTMDACC, then with respect to any patent application or patent under PATENT RIGHTS: (i) UTMDACC and LICENSEE shall confer in good faith regarding the filing of new applications, the prosecution of pending applications, and the maintenance and post-grant activities of issued patents; Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (ii) UTMDACC shall not abandon a patent application or patent under PATENT RIGHTS that is timely funded by LICENSEE so long as there is a bona fide basis, consistent with applicable laws, rules, and regulations, for continuing prosecution of the respective patent application or maintaining the respective patent, but the foregoing shall not prohibit UTMDACC from abandoning a patent application in favor of further prosecution via a related continuation or continuation in part application claiming priority to such abandoned application or from seeking reissue of a patent via a reissue proceeding for an issued patent; and (iii) UTMDACC shall not refuse to file a patent application under PATENT RIGHTS that is timely funded and timely requested in writing by LICENSEE so long as there is a bona fide basis, consistent with applicable laws, rules, and regulations, for such filing.

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree LICENSEE, ANNAMED believes that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER in the LICENSED TERRITORY, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. ANNAMED agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and ANNAMED. ANNAMED will keep LICENSEE fully informed on a timely basis of all activity on the filings related to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY and will provide LICENSEE with a copy of all applications and any documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, LICENSEE will timely provide ANNAMED an initial draft and ANNAMED will review, finalize and file such documents. If LICENSEE notifies UTMDACC ANNAMED that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC ANNAMED on the disposition of rights of the subject invention, then UTMDACC ANNAMED may file such application at its own expense and LICENSEE’s ’S rights to such application invention under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE with a copy of the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If ANNAMED decides to cease the prosecution or maintenance of any patent relating to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or maintenance of such patents, at LICENSEE’S sole expense. ANNAMED and LICENSEE undertake to cooperate with each other with a view to acquire and effectively enforce the rights arising from patent protection of the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. Upon ANNAMED’s request the LICENSEE will assist ANNAMED in these types of activities performed also in territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the understanding that the cost of these activities will be borne by ANNAMED. ANNAMED undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and effective application of the LICENSED SUBJECT MATTER.

Patents and Inventions. 6.1 If after consultation with LICENSEE both parties agree LICENSEE, MOLECULIN believes that a new patent application should be filed for LICENSED SUBJECT MATTERMATTER in the LICENSED TERRITORY, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining same. MOLECULIN agrees to use patent counsel for such efforts mutually agreed to by LICENSEE and MOLECULIN. MOLECULIN will keep LICENSEE fully informed on a timely basis of all activity on the filings related to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY and will provide LICENSEE with a copy of all applications and any documents received or filed during prosecution thereof for which LICENSEE has paid the cost of filing. For all applications and responses to office actions filed during the term of this AGREEMENT, LICENSEE will timely provide MOLECULIN an initial draft and MOLECULIN will review, finalize and file such documents. If LICENSEE notifies UTMDACC MOLECULIN that it does not intend to pay the cost of an application, or if LICENSEE does not respond or make an effort to agree with UTMDACC MOLECULIN on the disposition of rights of the subject invention, then UTMDACC MOLECULIN may file such application at its own expense and LICENSEE’s rights to such application invention under this AGREEMENT shall terminate in their entirety; provided, however, that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE with a copy of the application for which LICENSEE has paid the cost of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications within the PATENT RIGHTS prior to filing such patent applications, and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the PATENT RIGHTS. For purposes of this Paragraph 6.1, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow LICENSEE to meaningfully review such decision or written response and also provide comments to UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into UTMDACC’s decision or written response. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential. If MOLECULIN decides to cease the prosecution or maintenance of any patent relating to the LICENSED SUBJECT MATTER in the LICENSED TERRITORY, it shall notify LICENSEE in writing sufficiently in advance so that LICENSEE may, at its discretion, assume the responsibility for the prosecution or maintenance of such patents, at LICENSEE’s sole expense. MOLECULIN and LICENSEE undertake to cooperate with each other with a view to acquire and effectively enforce the rights arising from patent protection of the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. Upon MOLECULIN’s request the LICENSEE will assist MOLECULIN in these types of activities performed also in territories other than the LICENSED TERRITORY, whenever this is possible, necessary and legally permitted, with the understanding that the cost of these activities will be borne by MOLECULIN. MOLECULIN undertakes to actively assist LICENSEE in the process of soliciting subsidies for development and effective application of the LICENSED SUBJECT MATTER.

Patents and Inventions. 6.1 If after consultation with Following the EFFECTIVE DATE, LICENSEE both parties agree that a new patent application should shall be filed responsible for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications, and LICENSEE will pay the cost of searching, preparing, filing, prosecuting and maintaining samethe patent applications and patents included within the PATENT RIGHTS and for paying all associated costs using patent counsel reasonably acceptable to UTMDACC, which shall initially be Ropes & Xxxx. LICENSEE will directly notify and provide copies to UTMDACC and their selected outside patent counsel, at no cost to LICENSEE, of any official communications from United States and foreign patent offices relating to said prosecution within 30 days of receipt as well as copies of communications to the various patent offices so that UTMDACC may be informed and apprised of the continuing prosecution of the patent applications and patents included within the PATENT RIGHTS. LICENSEE shall give UTMDACC at least 10 business days to review and comment on any communications to the various patent offices. Additionally, LICENSEE shall direct their counsel to consult with UTMDACC’s outside patent counsel on patent strategy related to the PATENT RIGHTS. 6.2 LICENSEE shall keep UTMDACC informed as to their plans to file and UTMDACC will have reasonable opportunities to participate in decision making on decisions affecting filing, prosecution and maintenance of the patent applications and patents included within the PATENT RIGHTS, including, without limitation reasonable opportunity to review the abandonment of any patent applications and patents or change of inventors on patent applications and patents included within the PATENT RIGHTS, and LICENSEE will use reasonable efforts to incorporate UTMDACC’s reasonable suggestions regarding said prosecution. Additionally, LICENSEE will use reasonable efforts to amend any patent application to include claims reasonably requested by UTMDACC to protect LICENSED SUBJECT MATTER. No case will be abandoned without giving UTMDACC at least 30 days notice and opportunity to pursue the application. If LICENSEE notifies UTMDACC that it does not intend to file in any national jurisdiction, pay the cost of any application or of LICENSEE’s plans to abandon an application, application or if LICENSEE does not respond or make an effort to agree with UTMDACC on the disposition of rights of the subject inventionpatent within PATENT RIGHTS, then UTMDACC and/or A&M may file or pursue such application in that national jurisdiction, if applicable, at its own expense and LICENSEE’s LICENSEE will have no further rights to such application under this AGREEMENT shall terminate in their entirety; provided, however, or patent. 6.3 If UTMDACC reasonably demonstrates that if LICENSEE files and maintains patents in the MAJOR MARKET. COUNTRIES, UTMDACC may it is not terminate LICENSEE’s rights to applications filed in other jurisdictions. UTMDACC will provide LICENSEE with a copy being adequately informed or apprised of the application for which LICENSEE has paid the cost continuing prosecution of filing, as well as copies of any documents received or filed during prosecution thereof. UTMDACC shall consult with LICENSEE in a timely manner concerning (i) scope and content of all patent applications and patents included within the PATENT RIGHTS prior or that it is not being provided with reasonable opportunities to participate in decision making as indicated in the above paragraph, UTMDACC shall be entitled to engage, at LICENSEE’s reasonable expense, independent patent counsel to review and evaluate patent prosecution and filing such patent applications, of patents and (ii) content of and proposed responses to official actions of the United States Patent and Trademark Office and foreign patent offices during prosecution of any patent applications within the included in PATENT RIGHTS. For purposes of this Paragraph 6.1Henceforth UTMDACC and LICENSEE shall share responsibility for patent prosecution, “timely” shall mean sufficiently in advance of any decision by UTMDACC or any deadline imposed upon written response by UTMDACC so as to allow with LICENSEE to meaningfully review such decision or written response and also provide comments to reimbursing UTMDACC in advance of such decision or deadline to allow comments of LICENSEE respect to the PATENT RIGHTS to be considered and incorporated into full for any reasonable patent expenses incurred by UTMDACC’s decision or written response. . 6.4 The parties Parties agree that they share a common legal interest to get valid enforceable patents and that UTMDACC, A&M and LICENSEE will keep all privileged information received pursuant to this Section Article VI confidential.