Common use of PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS Clause in Contracts

PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Title to Inventions conceived and reduced to practice solely by University shall reside in University (“University Inventions”). Title to all Inventions conceived and reduced to practice solely by Sponsor shall reside in Sponsor (“Sponsor Inventions”). Title to all inventions and discoveries conceived and reduced to practice jointly by Sponsor and University shall reside jointly in Sponsor and University (“Joint Inventions”). University hereby grants to Sponsor an exclusive first option to negotiate a royalty- bearing exclusive license for any invention or discovery that is conceived or reduced to practice during the term of this Agreement directly resulting from the performance of research hereunder to the extent that University is able to do so under applicable law. It is contemplated that, in the majority of instances, Sponsor will be asked to determine whether it will exercise its option prior to the filing of the first patent application. University reserves for itself a royalty-free, irrevocable license to make and use such University Inventions and Joint Inventions for its own research and educational purposes, but not for commercial purposes during the option period. If a University Invention or Joint Invention arises from the Research Program, the Principal Investigator shall promptly submit an invention [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. disclosure (xxxx://xxx.xxx.xxxxxx.xxx/InventorForms.jsp) to University’s Office of Technology Commercialization (“OTC”). University will provide to Sponsor a full copy of such disclosure promptly after such disclosure is received by OTC. Sponsor may review (and University shall provide to Sponsor) any and all patentability and freedom to operate opinions that have been commissioned by the University. A Sponsor Entity shall then have ninety (90) days from receipt of such disclosure of any University Invention or Joint Invention to notify University of its desire to enter into such a license agreement, and a non-binding term sheet and thereafter a license agreement shall be negotiated in good faith within a period not to exceed six (6) months (“License Option Period”) from the applicable Sponsor Entity’s notification to University of its desire to enter into a license agreement, or such period of time as the parties shall mutually agree in writing. The parties agree to negotiate, in good faith, a license agreement with terms and conditions substantially similar to existing license agreements between the parties, to the extent allowed by current law, University policy, and reasonable updates to financial terms. During the License Option Period, University agrees that it will not offer its rights in University Inventions or Joint Inventions to any third party or negotiate with third parties with respect to those rights. If the parties fail to enter into a license agreement within the License Option Period under the provisions of this Section 7.1, University rights in University Inventions and Joint Inventions shall be disposed of in accordance with University policies with no further obligations to Sponsor.

PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Title to Inventions all inventions or discoveries conceived and or reduced to practice solely by University in the performance of the Research Program hereunder shall reside in University (“University Inventions”). Title University, title to all Inventions inventions or discoveries conceived and or reduced to practice solely by Sponsor shall reside in Sponsor (“Sponsor Inventions”). Title Sponsor, and title to all inventions and discoveries conceived and or reduced to practice jointly by Sponsor and University shall reside jointly in Sponsor and University (“Joint Inventions”)University. University hereby grants agrees to grant to Sponsor an exclusive first option to negotiate negotiate, a royalty- royalty-bearing exclusive license for license, to make, use, or sell under any invention or discovery that is conceived or reduced to practice during the term of this Agreement directly resulting from in the performance of research the Research Program hereunder to the extent that University is legally able to do so under applicable law. It is contemplated that, in the majority of instances, Sponsor will be asked to determine whether it will exercise its option prior to the filing of the first patent applicationso. University reserves for itself a royalty-free, irrevocable license to make and use such University Inventions and Joint Inventions inventions or discoveries for its own research and educational purposes, but not for commercial purposes during the option period. If a University Invention such invention or Joint Invention arises discovery is made resulting from the Research Programresearch, the Principal Investigator shall promptly submit an invention [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. disclosure (xxxx://xxx.xxx.xxxxxx.xxx/InventorForms.jsp) to University’s 's Office of Technology Commercialization (“"OTC”"). University The OTC will provide then forward the invention disclosure to Sponsor a full copy of such disclosure promptly after such disclosure is received by OTCSponsor. Sponsor may review (and University shall provide to Sponsor) any and all patentability and freedom to operate opinions that have been commissioned by the University. A Sponsor Entity shall then have ninety thirty (9030) days from receipt of such disclosure of any University Invention invention or Joint Invention discovery to notify University of its desire to enter into such a license agreement, and a non-binding term sheet and thereafter a license agreement shall be negotiated in good faith within a period not to exceed six sixty days (6) months (“License Option Period”60) from the applicable Sponsor Entity’s Sponsor's notification to University of its desire to enter into a license agreement, or such period of time as the parties shall mutually agree in writing. The parties agree to negotiate, in good faith, a license agreement with terms In the event that Sponsor and conditions substantially similar to existing license agreements between the parties, to the extent allowed by current law, University policy, and reasonable updates to financial terms. During the License Option Period, University agrees that it will not offer its rights in University Inventions or Joint Inventions to any third party or negotiate with third parties with respect to those rights. If the parties fail to enter into a license an agreement within during that period of time, then the License Option Period under the provisions of this Section 7.1, University rights in University Inventions and Joint Inventions to such inventions or discoveries shall be disposed of in accordance with University policies policies, with no further obligations obligation to Sponsor. Sponsor agrees to pay a reasonable royalty for the use of the invention or discovery to be negotiated in good faith. Until any such invention or discovery has been presented as set forth above, University shall not offer rights to that invention or discovery to any third party.

PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Title to Inventions conceived and reduced to practice solely by University shall reside in University (“University Inventions”). Title to all Inventions conceived and reduced to practice solely by Sponsor shall reside in Sponsor (“Sponsor Inventions”). Title to all inventions and discoveries conceived and reduced to practice jointly by Sponsor and University shall reside jointly in Sponsor and University (“Joint Inventions”). University hereby grants to Sponsor an exclusive first option to negotiate a royalty- bearing exclusive license for any invention or discovery that is conceived or reduced to practice during the term of this Agreement directly resulting from the performance of research hereunder to the extent that University is able to do so under applicable law. It is contemplated that, in the majority of instances, Sponsor will be asked to determine whether it will exercise its option prior to the filing of the first patent application. University reserves for itself a royalty-free, irrevocable license to make and use such University Inventions and Joint Inventions for its own research and educational purposes, but not for commercial purposes during the option period. If a University Invention or Joint Invention arises from the Research Program, the Principal Investigator shall promptly submit an invention [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. disclosure (xxxx://xxx.xxx.xxxxxx.xxx/InventorForms.jsp) to University’s Office of Technology Commercialization (“OTC”). University will provide to Sponsor a full copy of such disclosure promptly after such disclosure is received by OTC. Sponsor may review (and University shall provide to Sponsor) any and all patentability and freedom to operate opinions that have been commissioned by the University. A Sponsor Entity shall then have ninety (90) days from receipt of such disclosure of any University Invention or Joint Invention to notify University of its desire to enter into such a license agreement, and a non-binding term sheet and thereafter a license agreement shall be negotiated in good faith within a period not to exceed six (6) months (“License Option Period”) from the applicable Sponsor Entity’s notification to University of its desire to enter into a license agreement, or such period of time as the parties shall mutually agree in writing. The parties agree to negotiate, in good faith, a license agreement with terms and conditions substantially similar to existing license agreements between the parties, to the extent allowed by current law, University policy, and reasonable updates to financial terms. During the License Option Period, University agrees that it will not offer its rights in University Inventions or Joint Inventions to any third party or negotiate with third parties with respect to those rights. If the parties fail to enter into a license agreement within the License Option Period under the provisions of this Section 7.1, University rights in University Inventions and Joint Inventions shall be disposed of in accordance with University policies with no further obligations to Sponsor.

PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Title to Inventions conceived and reduced to practice solely by University shall reside in University (“University Inventions”). Title to all Inventions conceived and reduced to practice solely by Sponsor shall reside in Sponsor (“Sponsor Inventions”). Title to all inventions and discoveries made solely by University inventors resulting from the Research Program shall reside in University; title to all inventions and discoveries made solely by Sponsor inventors resulting from the Research Program shall reside in Sponsor; title to all inventions and discoveries made jointly by University and Sponsor inventors resulting from the Research Program shall reside jointly in University and Sponsor. University will disclose to Sponsor any inventions or discoveries resulting from the Research Program as soon as possible after creation and reduction to practice. Sponsor shall notify University within thirty (30) days of receipt of disclosure whether: Sponsor desires University to file patent applications on any invention, in which case Sponsor shall reimburse all University patent application filing costs, including those for patentability opinions; or Sponsor desires to use its own patent counsel to file patent applications, in which case Sponsor shall be directly responsible for patent application filing but shall obtain University's prior approval of counsel and of patent applications; or Sponsor does not desire that a patent application be filed in which case the rights to such invention shall be disposed of in accordance with University policies with no further obligation in Sponsor. With respect to inventions for which Sponsor has agreed to file patent application or to reimburse University's costs for filing patent applications, University grants Sponsor an option to negotiate an exclusive or non-exclusive, worldwide, royalty-bearing license to make, use or sell under any invention or discovery owned wholly or partly by University and made or conceived and reduced to practice jointly by during the Term of this Agreement or within six (6) months thereafter and directly resulting from the Research Program. If Sponsor and University shall reside jointly in Sponsor and University (“Joint Inventions”). University hereby grants to Sponsor elects an exclusive first option license, it will include a right to negotiate a royalty- bearing exclusive license for sublicense with accounting to University. Sponsor shall have three (3) months from disclosure of any invention or discovery that is conceived or reduced to practice during the term of this Agreement directly resulting from the performance of research hereunder to the extent that University is able to do so under applicable law. It is contemplated that, in the majority of instances, Sponsor will be asked to determine whether it will exercise its option prior to the filing of the first patent application. University reserves for itself a royalty-free, irrevocable license to make and use such University Inventions and Joint Inventions for its own research and educational purposes, but not for commercial purposes during the option period. If a University Invention or Joint Invention arises from the Research Program, the Principal Investigator shall promptly submit an invention [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. disclosure (xxxx://xxx.xxx.xxxxxx.xxx/InventorForms.jsp) to University’s Office of Technology Commercialization (“OTC”). University will provide to Sponsor a full copy of such disclosure promptly after such disclosure is received by OTC. Sponsor may review (and University shall provide to Sponsor) any and all patentability and freedom to operate opinions that have been commissioned by the University. A Sponsor Entity shall then have ninety (90) days from receipt of such disclosure of any University Invention or Joint Invention to notify University of its desire to enter into such a license agreement, and a non-binding term sheet and thereafter a license agreement the parties shall be negotiated negotiate in good faith within for a period not to exceed six (6) months (“License Option Period”) from the applicable Sponsor Entity’s notification to University of its desire to enter into a license agreementafter that notification, or such period of time as to which the parties shall mutually agree in writing. The parties agree to negotiate, in good faith, a license agreement with terms and conditions substantially similar to existing license agreements between the parties, to the extent allowed by current law, University policy, and reasonable updates to financial terms. During the License Option Period, University agrees that it will not offer its rights in University Inventions or Joint Inventions to any third party or negotiate with third parties with respect to those rightsagree. If the parties Sponsor and University fail to enter into a license an agreement within during that period of time, the License Option Period under the provisions of this Section 7.1, University rights in University Inventions and Joint Inventions to such invention or discovery shall be disposed of in accordance with University policies with no further obligations obligation to Sponsor. Under University policy, University investigators own copyright in their scholarly works. Scholarly works resulting from the Research Program are not subject to the terms of this Section 8.