Common use of Patents and Patent Applications Clause in Contracts

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project. (b) At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patents. (d) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention), it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) a. NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research ProjectPatents. (b) b. CORPORATION shall maintain all disclosures in confidence and shall not deliver or divulge them to any person or entity. c. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications in respect of any inventions pertaining to the Research Technology, including but without limitation, the timing of the filing of such applications, the jurisdiction within which foreign counterparts of such applications should be filed and other details pertaining to the procurement and maintenance of patent rights. d. Notwithstanding anything to the contrary in Section 7.c. hereof, NYU Patents (excluding shall determine the patentability of any Pre-Existing Invention). Such patent invention pertaining to the Research Technology, and the desirability of filing or prosecuting patient applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such thereon. e. All patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications and proceedings with respect patents pertaining to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU through patent counsel selected by NYU, after consultation with CORPORATION, at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, prosecution and protection and of the like of such patentsNYU Patents. (d) f. NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. The scope, content and inventorship of such patent applications and the prosecution thereof, will be determined solely by NYU after consultation with CORPORATION as set forth in Section 7.c. hereof. (e) If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention), it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) g. Nothing herein contained shall be deemed to be a warranty warrant by NYU that (i) that NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) 4.01 NYU will promptly disclose to CORPORATION in writing any Repare discoveries, inventions and/or data, which constitute potential NYU Patents developed in the course of the NYU Research ProjectImprovements. (b) 4.02 At the initiative of CORPORATION Repare or NYU, the parties Parties shall consult with each other regarding the prosecution of all patent applications within with respect to the NYU Patents (excluding any Pre-Existing Invention)Patents. Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATIONRepare. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATIONRepare. NYU and CORPORATION Repare shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONRepare, upon prior notice to and consent of the other partyParty, which consent shall not unreasonably be withheld. (c) 4.03 All patent applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATIONRepare. Against the submission or of invoices, CORPORATION Repare shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, post-grant proceedings, protection and the like of the NYU Patents, payable with in thirty (30) days after receipt of an invoice from NYU. At any time following the Effective Date, NYU shall have the right at NYU’s reasonable discretion and only in specific circumstances where required to engage foreign patent counsel, by written notice, to require Repare to provide advanced payment of any specific patent expenses for a particular NYU Patent prior to NYU incurring such patentsexpenses, and to abandon such NYU Patent if Repare does not provide such advanced payment. (d) 4.04 NYU and CORPORATION Repare shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data (including, without limitation, all relevant data generated with the NYU Materials) for the filing and prosecution of patent applications on inventions pertaining to the Research NYU Technology. (e) 4.05 If at any time during the term of this Agreement CORPORATION Repare decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION Repare shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology NYU Patents and NYU shall be free to grant rights in and to the Research NYU Technology in such countries to third partiesThird Parties, without further notice or obligation to CORPORATIONRepare, and the CORPORATION Repare shall have no rights whatsoever to exploit the Research Technology NYU Patents in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) 4.06 Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research NYU Technology or any Licensed Product will not infringe any patent(s) of a third partyThird Party. 4.07 Repare shall take commercially reasonable steps to support NYU in obtaining patent term extension(s) for NYU Patents, if eligible, pursuant to 35 U.S.C.156 et seq., as appropriate. In respect of NYU Patents which may be eligible for patent term extension, Repare shall keep NYU fully informed of its submissions to governmental authorities for regulatory review for applicable Licensed Patent Products. Repare agrees to cooperate fully with NYU, at no cost to NYU, in preparing such applications for patent term extension. Upon request by NYU or its designee, Repare will join in such application for patent term extension. Repare shall fully support such application and shall provide such information in a timely manner as may reasonably be requested in support of the application by NYU or by the government. 4.08 Repare shall, and shall require its Affiliates and sublicensees to, apply patent markings that meet all requirements of U.S. law, 35 U.S.C. § 287, to the extent applicable, with respect to all Licensed Products.

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project.4.01 [***] (b) 4.02 At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within with respect to the NYU/NIH Patents. Copies of all such patent applications, patent office actions and proposed responses shall be forwarded to each of NYU and CORPORATION sufficiently prior to filing to allow for review and comment by each party, and the comments of each party shall be reasonably considered. 4.03 Subject to Section 4.02, all applications and proceedings with respect to the NYU/NIH Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against CORPORATION may select patent counsel, NYU may object to appointment of patent counsel where it believes such patent counsel are not qualified to file, prosecute and maintain the submission or invoicesNYU/NIH Patents on behalf of CORPORATION. Where such objection is received, CORPORATION shall reimburse NYU for all costs select alternative counsel reasonably acceptable to NYU, such acceptance not to be unreasonably withheld. CORPORATION shall file and fees incurred by NYU during prosecute the term of this AgreementNYU/NIH Patents in good faith to obtain as broad a protection as reasonably possible, based on advice received from its patent counsel on obtaining such broad protection. The final decision in connection relation to any prosecution shall vest with the filing, maintenance, prosecution, protection and the like of such patentsCORPORATION. (d) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) 4.04 If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)NYU/NI H Patents, it shall give prompt written notice thereof to NYUNYU at least 60 days in advance of any deadline, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Licensed Technology and NYU shall be free to prosecute such patents or patent applications at its sole discretion and expense, and to grant rights in and to the Research Technology such patent(s) or patent application(s) in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology such patent(s) or patent application(s) in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then 4.05 NYU shall notify CORPORATION thereof prosecute the NYU Patents at its sole discretion and CORPORATION shall have the option to pay expense and may abandon any NYU to pursue such patent protectionPatents at NYU’s sole discretion. (g) 4.06 Subject to Section 16, Nothing herein contained shall be deemed to be a warranty by NYU that (NYU, NIH, or HHMI that i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Licensed Patents or any portion thereof, or that any of the NYU Licensed Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project. (b) a. At the initiative of either CORPORATION or NYU, the parties Parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the University Research Technology. Such Any patent applications relating to the UNIVERSITY Patents shall be filed, prosecuted and maintained by the law fire of Xxxxx Fish & Xxxxx Xxxxxxxxxx P.C. or by such other patent counsel jointly selected agreed to by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. In addition, SAMSF, NYU and CORPORATION CORPORATION, upon prior notice to and consent of the other Parties, which consent shall not unreasonably be withheld, shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by SAMSF, NYU or CORPORATION, upon prior notice to and consent respectively, at the cost of the other party, which consent shall not unreasonably be withheldParty retaining such counsel. (c) All b. Upon prior written approval by CORPORATION, all applications and proceedings with respect to NYU the UNIVERSITY Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU prior to and during the term of this Restated Agreement, in connection with the filing, maintenance, prosecution, prosecution and protection and related interference, re-issuance, re-examination and opposition proceedings in connection with the like of such patentsUNIVERSITY Patents. (d) NYU c. NYU, SAMSF and CORPORATION shall assist, and cause their respective employees and consultants to assist assist, each other, other in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If d. If, at any time during the term of this Agreement Restated Agreement, CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)UNIVERSITY Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice notice, CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and and, subject to the rights of SAMSF in relation thereto, NYU shall be free to grant rights in and to such subject matter deleted from the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit such subject matter deleted from the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) e. Nothing herein contained shall be deemed to be a warranty by NYU thator SAMSF (i) i. that NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU UNIVERSITY Patents or any portion thereof, or that any of the NYU UNIVERSITY Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) . that the manufacture, use, or sale of any element of the University Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. a. Cell-Matrix shall, within thirty (a30) days following the signing of this Agreement, pay NYU will promptly disclose the sum of U.S. [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to CORPORATION the omitted portions. [***], being the amount of all costs and fees incurred by NYU up to the date hereof in writing any inventions which constitute potential NYU Patents developed in connection with the course of the NYU Research ProjectPre-Existing Patent Applications. (b) b. At the initiative of CORPORATION Cell-Matrix or NYU, the parties shall consult with each other regarding the prosecution of all patent applications with respect to the NYU Technology and each party shall use reasonable efforts to implement all reasonable requests made by the other party with regard to the preparation, filing, prosecution and/or maintenance of the patent applications and/or patents within NYU Patents (excluding any Pre-Existing Invention)Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATIONCell-Matrix. Copies of all such patent applications and applications, patent office actions and related correspondence shall be forwarded on a timely basis to each of NYU and CORPORATIONCell-Matrix. NYU and CORPORATION Cell-Matrix shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONCell-Matrix, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) c. All applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATIONCell-Matrix. Against the submission or of invoices, CORPORATION Cell-Matrix shall reimburse NYU for all costs and fees incurred invoiced by outside patent counsel to NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patentsthe NYU Patents. (d) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) d. If at any time during the term of this Agreement CORPORATION Cell-Matrix decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. upon receipt of such notice CORPORATION Cell-Matrix shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research NYU Technology and NYU shall be free to grant rights in and to the Research NYU Technology in such countries to third parties, without further notice or obligation to CORPORATIONCell-Matrix, and the CORPORATION Cell-Matrix shall have no rights whatsoever to exploit the Research NYU Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) e. Nothing herein contained shall be deemed to be a warranty by NYU that (that i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. a. CORPORATION shall pay to NYU on or before September 15, 2003 $19,162.37 being fifty percent (a50%) of all costs and fees incurred by NYU to date in connection with the patent applications identified in Appendix I hereto. Upon completion by CORPORATION of one or more financings that total at least one million dollars ($1,000.000), CORPORATION shall promptly notify NYU and pay NYU within thirty (30) days the remaining fifty percent (50%) of any outstanding costs and fees incurred in connection therewith. b. NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents. CORPORATION will promptly disclose to NYU any inventions which constitute potential NYU Patents developed in the course and which are conceived by employees or consultants of the NYU Research ProjectCORPORATION. (b) c. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the Research Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx Xxxxxx and Xxxxxxx or by other patent counsel a law firm jointly selected by NYU and CORPORATION. Copies of all such patent applications and all correspondence, including all patent office actions actions, shall be forwarded to each of NYU and CORPORATION. . d. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not be unreasonably be withheld. (c) e. All applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION and with CORPORATION's approval of such expenses. Against the submission or of invoices, CORPORATION shall reimburse NYU for fifty percent (50%) of all costs and fees incurred by NYU during until the term completion of one or more financing(s) by CORPORATION totaling at least one million dollars ($1,000,000) and in such case CORPORATION shall then reimburse NYU within thirty (30) days the remaining fifty percent (50%) of such costs and fees. Thereafter, CORPORATION shall reimburse NYU one hundred percent (100%) of all such costs and fees incurred thereafter until termination of this AgreementAgreement within thirty (30) days after receipt of an invoice from NYU. However, in connection with the filing, maintenance, prosecution, protection and the like of such NYU is under no obligation to file maintain or prosecute any patent applications or patents. (d) f. NYU and CORPORATION shall assist, and endeavor to cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If at any time during the term of this Agreement g. CORPORATION decides that it is undesirable, as hereby agrees to one or more countries, to prosecute or maintain any patents or fund patent applications within and proceedings in the NYU Patents (other than those relating to any Pre-Existing Invention)following countries: the United States, it shall give prompt written notice thereof to NYUthe European Patent Convention Countries, Japan, Canada, Australia, India, Israel, China, South Korea and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protectionMalaysia. In the event that such separate provisions result in a situation where CORPORATION declines to cover the costs of patent protection applications and proceedings in any other country is not pursued by or countries, NYU because of a lack of funding pursuant to such provisionsmay, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to at its expense, pursue such patent protectionapplications and proceedings, and such patents shall not be excluded from the License granted in Section 7. (g) h. Nothing herein contained shall be deemed to be a warranty by NYU that (that i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. (a) 6.01. NYU will promptly disclose to CORPORATION INI in writing any inventions which constitute potential NYU Patents. INI will promptly disclose to NYU any inventions which constitute potential NYU Patents developed in the course and which are conceived by employees or consultants of the NYU Research ProjectINI. (b) 6.02. At the initiative of CORPORATION INI or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the Research Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx Dxxxx & Xxxxx Dxxxx or by other patent counsel jointly selected by NYU and CORPORATIONINI. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATIONINI. NYU and CORPORATION INI shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONINI, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All 6.03. Upon prior written approval by INI, all applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATIONINI. Against the submission or of invoices, CORPORATION INI shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patentsthe NYU Patents. As of the Effective Date, INI has a credit of $11,659.97 for amounts paid under the Option Agreement dated August 31, 2005 between the parties which shall be credited against future amounts owed by INI for patent expenses under this Agreement. (d) 6.04. NYU and CORPORATION INI shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) 6.05. If at any time during the term of this Agreement CORPORATION INI decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION INI shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATIONINI, and the CORPORATION INI shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention6.06. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (that i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION 2.01 Ownership of any Information developed by a Party in writing any inventions which constitute potential NYU Patents developed connection with this Agreement, whether or not patentable, shall be determined in the course of the NYU Research Projectaccordance with United States intellectual property laws, including United States patent laws. (b) 2.02 At the initiative of CORPORATION ProPhase or NYULicensor, the parties Parties shall consult with each other regarding the prosecution filing, prosecution, and maintenance of all patent applications within NYU Licensed Patents. The Licensed Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the law fire preparation, filing, prosecution, and maintenance of Xxxxx & Xxxxx the Licensed Patents, including by providing ProPhase (or by its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent counsel jointly selected by NYU and CORPORATION. Copies of all related filings, to be made to such patent applications authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor covenants during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent office actions shall offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be forwarded to each of NYU filed and CORPORATION. NYU maintained properly and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONcorrectly, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications Licensor will pay all applicable fees on or before the due date for payment, and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patents. (d) NYU all Licensed Patents will identify each and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, every inventor of the claims thereof as determined in assembling inventorship information and data for accordance with the filing and prosecution laws of patent applications on inventions pertaining to the Research Technologyjurisdiction in which such Patent is filed. (e) If 2.03 If, at any time during the term of this Agreement CORPORATION Term, Xxxxxxxx decides that it is undesirable, as to one or more countries, to file, prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Licensed Patent, it shall give prompt written notice thereof to NYUProPhase, and upon receipt of such notice CORPORATION ProPhase shall be released from its obligations to bear all of thereafter have the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from right, but not the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentationobligation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU continue to pursue such patent protectionLicensed Patents, at ProPhase’s sole discretion and expense. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) NYU will promptly disclose Subject to CORPORATION Subsection 4.3(b) hereof, UT shall, as between UT and the Licensee, bear the responsibility to file, prosecute and maintain the Patents in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project. (b) At the initiative of CORPORATION or NYU, the parties shall consult accordance with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)its standard practices. Such patent applications Patents shall be filed, prosecuted and maintained in the name of the UT. UT shall use reasonable efforts to obtain those patents and shall not allow those patents to lapse for failure to comply with maintenance obligations. UT, after non-binding consultation with the Licensee, shall determine in which countries to pursue patent applications, provided that if UT elects not to pursue a patent application in any country, the Licensee shall be entitled to do so and UT shall provide such assistance to the Licensee, at the Licensee’s cost and expense, in this regard as the Licensee may reasonably request. The Licensee may elect not to support a patent application in any country. Such an election must be made no later than sixty (60) days after a written request is submitted by UT to the law fire of Xxxxx & Xxxxx Licensee. Should the Licensee either elect not to support a patent application in that country or should sixty (60) days elapse without the Licensee responding to the request by other patent counsel jointly selected by NYU and CORPORATION. Copies of all UT, UT may, at its sole discretion, file such patent or continue such prosecution in that country at its own cost and expense. In such a case, the Licensee would not have any rights to or in any patents arising from such applications and patent office actions shall be forwarded to each the definition of NYU and CORPORATION. NYU and CORPORATION shall each also have “Territory” for the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent purposes of the other party, which consent this Agreement shall not unreasonably be withheldinclude any such country. (b) Following the Effective Date, the Licensee shall reimburse UT for all Patent Costs, except in respect of those countries in which it has elected not to prosecute applications; UT to invoice Licensee for Patent Costs. (c) All applications UT undertakes to keep the Licensee reasonably advised of the progress of prosecution and proceedings of any actions UT proposes to take or has taken in connection with respect the prosecution or maintenance of the Patents or any patent application included in the definition of Patents. UT will diligently endeavor to NYU Patents provide the Licensee with copies of correspondence and all actions issued by patent authorities and shall use Best Efforts to incorporate, any comments, remarks or suggestions the Licensee may promptly provide to UT in writing at least ten (other than those relating 10) days prior to any Predue date established by UT for preparation of a response or amendment and in all cases thirty (30) days prior to any patent office due dates of which it becomes aware. (d) Nothing contained in this Agreement (including, without limitation, the provisions of this Section 4.3) shall interfere with, amend or supercede any obligations of the Inventors to UT (or the obligations of UT to the Inventors) which exist under contract as of the date hereof. (e) The Parties may vary the terms of Sub-Existing Inventionsections 4.3 (a) or 4.3 (b) but only upon the written agreement of their authorized representatives. (a) Licensee shall bear the responsibility to file, prosecute and maintain the Patents in accordance with its standard practices. Such Patents shall be filed, prosecuted and maintained in the name of UT. Licensee shall use reasonable efforts to obtain those patents and shall not allow those patents to lapse for failure to comply with maintenance obligations. Licensee, shall determine in which countries to pursue patent applications, provided that if Licensee elects not to pursue a patent application in any country, UT shall be entitled to do so and Licensee shall provide such assistance to UT, at UT’s cost and expense, in this regard as UT may reasonably request. In such a case, Licensee would not have any rights to or in any patents arising from such applications made by NYU at UT and the expense definition of CORPORATION. Against “Territory” for the submission or invoices, CORPORATION purposes of this Agreement shall reimburse NYU not include any such country. (b) Licensee shall directly pay for all costs Patent Costs, except in respect of those countries in which it has elected not to prosecute applications. (c) Licensee undertakes to keep UT advised of the progress of prosecution and fees incurred by NYU during the term of this Agreement, any actions Licensee proposes to take or has taken in connection with the filingprosecution or maintenance of the Patents or any patent application included in the definition of Patents. Licensee will ensure that UT is copied on correspondence and all actions issued by patent authorities and shall use Best Efforts to incorporate, maintenanceany comments, prosecution, protection remarks or suggestions UT may promptly provide to Licensee in writing at least ten (10) days prior to any due date established by Licensee for preparation of a response or amendment and the like in all cases thirty (30) days prior to any patent office due dates of such patentswhich it becomes aware. (d) NYU and CORPORATION Nothing contained in this Agreement (including, without limitation, the provisions of this Section 4.3) shall assistinterfere with, and cause their respective employees and consultants amend or supersede any obligations of the Inventors to assist each other, in assembling inventorship information and data for UT (or the filing and prosecution obligations of patent applications on inventions pertaining UT to the Research TechnologyInventors) which exist under contract as of the date hereof. (e) If at any time during The Parties may vary the term terms of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents Sub-sections 4.3 (other than those relating to any Pre-Existing Invention), it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(sa) or patent application(s4.3 (b) and such patent(s) or application(s) shall be deleted from but only upon the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countrieswritten agreement of their authorized representatives. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) CORPORATION shall, simultaneously -with the signing of this Agreement pay NYU the sum of U.S. $ 2,4,994.72, being the amount of all costs and fees incurred by NYU up to the date hereof in connection with the patent applications identified in Appendix I hereto. (b) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed Patents. CORPORATION will promptly disclose to NYU any inventions which are in the course Field and which are conceived by employees or consultants of the NYU Research ProjectCORPORATION. All such inventions shall be considered "CORPORATION Confidential Information" subject to Section 11 of this Agreement. (bc) At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the Research Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU NYU, and acceptable to CORPORATION, which acceptance shall be timely communicated and not be unreasonably denied. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, at their own respective expense, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (cd) All applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all reasonable costs and fees incurred by NYU during the term of this Agreement, Agreement in connection with the filing, maintenance, prosecution, protection and the like of such patentsthe NYU Patents, subject to the prior written submission of cost estimates and a budget for any legal work expected to cost more than $2500. (de) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (ef) As long as CORPORATION diligently maintains and prosecutes any patents or patent applications within the NYU Patents in each of the following Major Countries: the United States, Japan, France, Germany, the United Kingdom, Spain, Italy, Switzerland, Canada, and Australia; CORPORATION shall retain a world wide exclusive License as that term is defined above. If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countriesof the Major Countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries Major Countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries Major Countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever right to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection.Major Countries (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. 4.01. Upon the issuance of any Therapeutic Claims of an NYU Patent, CORPORATION shall pay NYU a one-time, non-refundable, non-creditable license fee of twenty five thousand dollars (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project$25,000). (b) 4.02. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within the NYU Patents (excluding any Pre-Existing Invention)Patents. Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel a Law firm jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATIONCORRORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONCORPORATION and at such party’s expense, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) 4.03. All applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all reasonable costs and fees incurred by NYU during the term of this Agreement, in connection with the work authorized by the parties pertaining to the filing, maintenance, prosecution, protection and the like of such patentsthe NYU Patents. (d) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) 4.04. If at any time during the term of this Agreement Agreement, CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology NYU Patents and NYU shall be free to grant rights in and to the Research Technology NYU Patents in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology NYU Patents in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention4.05. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (that i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. a. CORPORATION shall, simultaneously with the signing of this Agreement pay SAMSF a Fee in the amount of $10,000 (aUSD$) NYU related to all non-provisional patent applications that have been filed in the name of Dx. Xxxxxx Xxxxxxxx related to the use of melatonin and melatonin analogs in Alzheimer’s Disease. b. SAMSF will promptly disclose to CORPORATION in writing any related inventions which constitute potential NYU Patents developed in the course of the NYU Research ProjectSAMSF Patents. (b) At c. The Patent applications pending at the initiative of CORPORATION date hereof shall continue to be maintained by Jxxxxxx Fxxxxxxxxxx & Mugel, LLP or NYU, the parties shall consult with each such other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)counsel selected by SAMSF and CORPORATION. Such All other patent applications shall be filed, filed and prosecuted and maintained by the law fire of Xxxxx & Xxxxx Bxxxxx and Neimark or by other patent counsel jointly selected by NYU SAMSF and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU SAMSF and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU SAMSF or CORPORATION at the cost of SAMSF or CORPORATION, as the case may be, and upon prior notice to and with the consent of the other partyparty hereto, which such consent shall not to be unreasonably be withheld. (c) All d. The CORPORATION will promptly disclose to SAMSF any inventions which relate to the SAMSF Research Technology and which are conceived by employees or consultants of CORPORATION. e. [Upon prior written approval by CORPORATION, all applications and proceedings with respect to NYU the SAMSF Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU SAMSF at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU SAMSF for all costs and fees incurred by NYU SAMSF during the term team of this Agreement, in connection with the filing, maintenance, prosecution, prosecution and protection and the like of such patentsthe SAMSF Patents. (d) NYU f. All applications and proceedings with respect to the CORPORATION Patents shall be filed, prosecuted and maintained by CORPORATION at the expense of CORPORATION. g. SAMSF and CORPORATION shall assist, and cause their respective employees and consultants investigators to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If h. If, at any time during the term of this Agreement Agreement, CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)SAMSF Patents, it shall give prompt written (within thirty days (30)) notice thereof to NYUSAMSF, and upon receipt of such notice notice, CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU SAMSF shall be free to grant rights in and to such subject matter deleted from the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit such subject matter deleted from the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) i. Nothing herein contained shall be deemed to be a warranty by NYU thatSAMSF (i) NYU that CORPORATION can or will be able to obtain any patent or patents on any patent application or applications in the NYU CORPORATION Patents or any portion thereof, or that any of the NYU CORPORATION Patents will afford adequate or commercially worthwhile protection, or ii) that SAMSF can or *** Portions will be able to obtain any patent or patents on any patent application or applications in the SAMSF Patents or any portion thereof, or that any of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.SAMSF Patents will afford adequate or commercially worthwhile protection, or (iiiii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed resulting Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) 6.01 CORPORATION shall, simultaneously with the signing of this Agreement pay NYU the sum of U.S. [***], being the amount of all costs and fees incurred by NYU up to the date hereof in connection with the NYU Patents. 6.02 NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the and NYU Research ProjectKnow-How. (b) 6.03 At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the Research Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx & Xxxxx Xxxxxxx Xxxx, LLP or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATIONCORPORATION prior to filing and in sufficient time to provide substantive review and comment. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. NYU and CORPORATION will take into account the comments of the other party in respect to such patent applications and patent office actions. (c) 6.04 All patent applications and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, post-grant proceedings, protection and the like of such patentsthe NYU Patents, payable with in [***] after receipt of an invoice from NYU. (d) 6.05 NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) 6.06 CORPORATION shall provide NYU with a list of those countries in which it would like NYU to prosecute or maintain any patents or patent applications within the NYU Patents. If at any time during the term of this Agreement CORPORATION NYU decides that it is undesirable, as to one or more countries, desirable to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to in any Pre-Existing Invention)country in which CORPORATION has not requested prosecution or maintenance of patents or patent applications within the NYU Patents, it shall give prompt written notice thereof to NYUCORPORATION. CORPORATION shall, and upon as soon as reasonably practicable following receipt of such notice CORPORATION shall be released from its obligations notice, determine if it would like NYU to bear all of the expenses to be incurred thereafter as to such countries in conjunction with prosecute or maintain such patent(s) or patent application(s) in such country. If CORPORATION decides that it will not pursue prosecution and maintenance of such patent(s) or application(s) in such country, then such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications countries and office actions shall be forwarded released from its obligations to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** bear all of the expenses to be incurred by NYU thereafter as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue countries in conjunction with such patent(s) or patent protectionapplication(s). (g) 6.07 Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party. 6.08 CORPORATION and any Affiliates and sublicensees of CORPORATION shall insure that they apply patent markings that meet all requirements of U.S. law, 35 U.S.C. § 287, with respect to all Licensed Products. 6.09 CORPORATION shall take all commercially reasonable steps to ensure that, if eligible, NYU will be able to obtain patent term extension(s) for Licensed Patents pursuant to 35 U.S.C. 156 et seq., as appropriate. CORPORATION shall keep NYU fully informed with respect to its submissions to governmental authorities for regulatory review for Licensed Products which may be eligible for patent term extension. CORPORATION acknowledges that time is of the essence with respect to submission of the application for patent term extension. CORPORATION shall send written notice of the Approval Date to NYU within [***] of the date a Licensed Product receives permission under the provision of the law under which the applicable regulatory review period occurred for commercial marketing or use (“Approval Date”). Within [***] after the Approval Date (and provided the relevant Licensed Patent is eligible for extension under 35 U.S.C.§156 et seq.) CORPORATION shall provide NYU with all necessary information in its possession (or under its control) and with reasonable assistance in preparing an application for patent term extension in compliance with 35 U.S.C. 156 et. seq. and any applicable governmental regulations. CORPORATION agrees to cooperate fully with NYU, at no cost to NYU, in preparing such application for patent term extension. If eligible, NYU shall file, in their own name, such application for patent term extension. Upon request by NYU or its designee, CORPORATION will join in such application for patent term extension. CORPORATION shall fully support such application and shall promptly provide such information as may reasonably be requested in support of the application by NYU or by the government.

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project. (b) a. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any with respect to the University Research Technology. Any patent applications relating to the Pre-Existing Invention)Inventions shall be filed, prosecuted and maintained by Jxxxxxx, Fxxxxxxxxxx & Mugel, LLP or such other patent counsel selected by SAMSF and CORPORATION. Such All other patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx & Xxxxx Bxxxxx and Neimark or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by SAMSF, NYU or CORPORATION, upon prior notice to and consent of the other partyparties, which consent shall not unreasonably be withheldwithheld and at the cost of the party retaining such counsel. (c) All b. Upon prior written approval by CORPORATION, all applications and proceedings with respect to NYU the UNIVERSITY Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by SAMSF and/or NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, prosecution and protection and the like of such patentsthe UNIVERSITY Patents. (d) c. NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist assist, each other, other in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If d. If, at any time during the term of this Agreement Agreement, CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)UNIVERSITY Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice notice, CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and subject to the rights of SAMSF in relation thereto NYU shall shall, be free to grant rights in and to such subject matter deleted from the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit such subject matter deleted from the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) e. Nothing herein contained shall be deemed to be a warranty by NYU that (i) that NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU UNIVERSITY Patents or any portion thereof, or that any of the NYU UNIVERSITY Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.or

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION 2.01 Ownership of any Information developed by a Party in writing any inventions which constitute potential NYU Patents developed connection with this Agreement, whether or not patentable, shall be determined in the course of the NYU Research Projectaccordance with United States intellectual property laws, including United States patent laws. (b) 2.02 At the initiative of CORPORATION ProPhase or NYULicensor, the parties Parties shall consult with each other regarding the prosecution filing, prosecution, and maintenance of all patent applications within NYU Licensed Patents. The Licensed Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the law fire preparation, filing, prosecution, and maintenance of Xxxxx & Xxxxx the Licensed Patents, including by providing ProPhase (or by its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent counsel jointly selected by NYU and CORPORATION. Copies of all related filings, to be made to such patent applications authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor covenants during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent office actions shall offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be forwarded to each of NYU filed and CORPORATION. NYU maintained properly and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONcorrectly, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications Licensor will pay all applicable fees on or before the due date for payment, and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patents. (d) NYU all Licensed Patents will identify each and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, every inventor of the claims thereof as determined in assembling inventorship information and data for accordance with the filing and prosecution laws of patent applications on inventions pertaining to the Research Technologyjurisdiction in which such Patent is filed. (e) If 2.03 If, at any time during the term of this Agreement CORPORATION Term, Lxxxxxxx decides that it is undesirable, as to one or more countries, to file, prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Licensed Patent, it shall give prompt written notice thereof to NYUProPhase, and upon receipt of such notice CORPORATION ProPhase shall be released from its obligations to bear all of thereafter have the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from right, but not the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentationobligation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU continue to pursue such patent protectionLicensed Patents, at ProPhase’s sole discretion and expense. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. 4.01. CORPORATION shall, simultaneously with the signing of this Agreement pay NYU the sum of [**] dollars (a) $[**]), being the amount of all costs and fees incurred by NYU will promptly disclose up to CORPORATION the date hereof in writing any inventions which constitute potential NYU Patents developed in the course of connection with the NYU Research ProjectPatents. (b) At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)4.02. Such patent applications shall be filed, prosecuted and maintained by the law fire of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications patents and proceedings with respect to the NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, post-grant proceedings, protection and the like of the NYU Patents, payable with in [**] after receipt of an invoice from NYU. At any time following the Effective Date, NYU shall have the right at NYU’s discretion by written notice to require CORPORATION to provide reasonable advanced payment of any specific patent expenses for a particular NYU Patent prior to NYU incurring such patents. (d) NYU and CORPORATION shall assistexpenses, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology.abandon such NYU Patent if CORPORATION does not provide such advanced payment. ​ (e) 4.03. If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(sNYU Patents(s) and such patent(s) or application(s) NYU Patent shall be deleted from the Research NYU Technology and NYU shall be free to grant rights in and to the Research Technology in such countries NYU Patent(s) to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countriesNYU Patent. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention4.04. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that : (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research NYU Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU Patents developed in the course of the NYU Research Project. (b) At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx & Xxxxx or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patents. (d) NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention), it shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** GI Agreement, provisions exist to determine the circumstances under which patent, patent protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** one quarter (1/4) of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) NYU will promptly disclose to CORPORATION 2.01 Ownership of any Information developed by a Party in writing any inventions which constitute potential NYU Patents developed connection with this Agreement, whether or not patentable, shall be determined in the course of the NYU Research Projectaccordance with United States intellectual property laws, including United States patent laws. (b) 2.02 At the initiative of CORPORATION ProPhase or NYULicensor, the parties Parties shall consult with each other regarding the prosecution filing, prosecution, and maintenance of all patent applications within NYU Licensed Patents. The Licensed Patents (excluding any Pre-Existing Invention). Such patent applications shall be filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the law fire preparation, filing, prosecution, and maintenance of Xxxxx & Xxxxx the Licensed Patents, including by providing ProPhase (or by its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent counsel jointly selected by NYU and CORPORATION. Copies of all related filings, to be made to such patent applications authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor covenants during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent office actions shall offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be forwarded to each of NYU filed and CORPORATION. NYU maintained properly and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATIONcorrectly, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications Licensor will pay all applicable fees on or before the due date for payment, and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patents. (d) NYU all Licensed Patents will identify each and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, every inventor of the claims thereof as determined in assembling inventorship information and data for accordance with the filing and prosecution laws of patent applications on inventions pertaining to the Research Technologyjurisdiction in which such Patent is filed. (e) If 2.03 If, at any time during the term of this Agreement CORPORATION Term, Licensor decides that it is undesirable, as to one or more countries, to file, prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)Licensed Patent, it shall give prompt written notice thereof to NYUProPhase, and upon receipt of such notice CORPORATION ProPhase shall be released from its obligations to bear all of thereafter have the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from right, but not the Research Technology and NYU shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentationobligation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU continue to pursue such patent protectionLicensed Patents, at ProPhase’s sole discretion and expense. (g) Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. a. CORPORATION has paid NYU the sum of U.S. [*] being the amount of all costs and fees incurred by NYU up to the Effective Date in connection with the patent applications identified in Appendix I hereto. Within thirty (a3) days of final execution of this Agreement, CORPORATION shall pay NYU will the sum of [*], being the amount of all costs and fees incurred by NYU after the Effective Date and with respect to the patent applications identified in Appendix II hereof. b. NYU shall promptly disclose to CORPORATION in writing any all inventions which constitute comprise potential NYU Patents developed or JOINT Patents. CORPORATION shall promptly disclose to NYU in the course of the NYU Research Projectwriting all inventions which comprise potential JOINT Patents or CORPORATION Patents. (b) c. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution filing of all patent applications within in respect of any inventions which comprise potential NYU Patents (excluding any Pre-Existing Invention). Such or JOINT Patents, including but without limitation, the timing of the filing of such applications, the jurisdiction within which foreign counterparts of such applications should be filed and other details pertaining to the prosecution and maintenance of patent applications shall be filed, prosecuted rights. d. NYU and maintained by the law fire of Xxxxx & Xxxxx or by other CORPORATION will negotiate in good faith to select patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded mutually acceptable to each of NYU and CORPORATION. NYU and CORPORATION will file, prosecute and maintain through such patent counsel and in countries selected by NYU and CORPORATION, patent applications on any inventions which comprise potential JOINT Patents. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All applications and proceedings with respect to NYU Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU at the expense of CORPORATION. Against the submission or invoices, CORPORATION shall reimburse NYU solely responsible for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection prosecution and the like maintenance of such patentsNYU Patents and CORPORATION Patents respectively. (d) e. NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technologywhich comprise potential NYU Patents or JOINT Patents. (e) f. All NYU Patents and JOINT Patents shall be filed, prosecuted and maintained at the expense of CORPORATION. g. If at any time during the term of this Agreement CORPORATION decides that it is undesirable, undesirable as to one or more countries, to prosecute or maintain any patents potential or patent applications within the issued NYU Patents (other than those relating to any Pre-Existing Invention)or JOINT Patents, it CORPORATION shall give prompt written notice thereof to NYU, and upon receipt of such notice CORPORATION shall be released from its obligations obligation to bear all of the expenses expense to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology ), and NYU shall be free have the right to grant rights in prosecute and to the Research Technology in maintain such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countriespatents at NYU's sole expense. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) h. Nothing herein contained shall be deemed to be a warranty by NYU that (i) NYU can or will be able to obtain any patent or patents on any patent application or applications in the NYU Patents or any portion thereof, or that any of the NYU Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.

Patents and Patent Applications. (a) NYU a. NSUH will promptly disclose to CORPORATION in writing any inventions which constitute potential NYU NSUH Patents. CORPORATION will promptly disclose to NSUH any inventions which constitute potential NSUH Patents developed in the course and which are conceived by employees or consultants of the NYU Research ProjectCORPORATION. (b) b. At the initiative of CORPORATION or NYUNSUH, the parties shall consult with each other regarding the prosecution of all patent applications within NYU Patents (excluding any Pre-Existing Invention)with respect to the Research Technology. Such patent applications shall be filed, prosecuted and maintained by the law fire firm of Xxxxx Xxxxxx & Xxxxx Xxxxxx or by other patent counsel jointly selected by NYU NSUH and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU NSUH and CORPORATION. NYU NSUH and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by NYU NSUH or CORPORATION, upon prior notice to and consent of the other party, which consent shall not unreasonably be withheld. (c) All c. Upon prior written approval by CORPORATION, all applications and proceedings with respect to NYU the NSUH Patents (other than those relating to any Pre-Existing Invention) shall be filed, prosecuted and maintained by NYU NSUH at the expense of CORPORATION. Against the submission or of invoices, CORPORATION shall reimburse NYU NSUH for all costs and fees incurred by NYU NSUH during the term of this Agreement, in connection with the filing, maintenance, prosecution, protection and the like of such patentsthe NSUH Patents. (d) NYU d. NSUH and CORPORATION shall assist, and cause their respective employees and consultants to assist each other, in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology. (e) e. If at any time during the term of this Agreement CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the NYU Patents (other than those relating to any Pre-Existing Invention)NSUH Patents, it shall give prompt written notice thereof to NYUNSUH, and upon receipt of such notice CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and NYU NSUH shall be free to grant rights in and to the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit the Research Technology in such countries. (f) Under the *** provisions exist to determine the circumstances under which patent, protection will be obtained by NYU with respect to any Pre-Existing Invention. For patent applications with respect to Pre-Existing Inventions, copies of such applications and office actions shall be forwarded to CORPORATION who may consult with NYU with regard thereto. CORPORATION agrees, upon presentation of supporting documentation, to reimburse NYU for *** of the expenses incurred by NYU as of the Effective Date in connection with obtaining such patent protection. In the event that such separate provisions result in a situation where patent protection in any country is not pursued by NYU because of a lack of funding pursuant to such provisions, then NYU shall notify CORPORATION thereof and CORPORATION shall have the option to pay NYU to pursue such patent protection. (g) f. Nothing herein contained shall be deemed to be a warranty by NYU NSUH that (i) NYU NSUH can or will be able to obtain any patent or patents on any patent application or applications in the NYU NSUH Patents or any portion thereof, or that any of the NYU NSUH Patents will afford adequate or commercially worthwhile protection, or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.or (ii) that the manufacture, use, or sale of any element of the Research Technology or any Licensed Product will not infringe any patent(s) of a third party.