Common use of PAYMENT OF PATENT COSTS Clause in Contracts

PAYMENT OF PATENT COSTS. 9.1 Licensee shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Licensed Patent Rights in the United States: (a) pay fifty percent (50%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) pay fifty percent (50%) of all Patent Office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 Payment shall be made to Caltech within thirty (30) days following receipt by Licensee from Caltech of (a) an invoice covering such fees and (b) reasonably satisfactory evidence that such fees were paid. To the extent that Licensee terminates this Agreement pursuant to Paragraph 10.2, Licensee shall have no further liability under Paragraph 9.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech shall have the right to apply for, prosecute and maintain during the term of this Agreement the Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreement. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights shall be the responsibility of Caltech, provided that Licensee shall reimburse Caltech for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreement. Patent attorneys chosen by Caltech shall handle all patent filings and prosecutions on behalf of Caltech, provided, however, Licensee shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not to continue the prosecution of any of the Licensed Patent Rights, it shall so inform Licensee who shall have the right to continue such prosecution at its own expense. Caltech shall cooperate with Licensee and grant the necessary parties of appointment to enable Licensee to continue such prosecution.

PAYMENT OF PATENT COSTS. 9.1 11.1 Starting XXXXXXXXXXXXXXXXX from the Effective Date, Licensee shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Licensed Patent Rights both in the United StatesStates and foreign jurisdictions: (a) pay fifty percent (50%) its proportional share, with respect to the cumulative share of third party licensees, of all reasonable attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; , and (b) pay fifty percent (50%) its proportional share, with respect to the cumulative share of third party licensees, of all Patent and Trademark Office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (bc) reimburse 100% such proportional share shall be established by a mutual determination of all the parties with respect to the relative value of Licensed Patent Office maintenance feesRights with respect to other third party rights; provided that Licensee except that (d) Licensee’s share shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement greater than XXXXXXXXXXXXXXXXX of such amounts from patent costs for shared rights in any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 11.2 XXXXXXXXXXXXX of the amounts expended by Licensee in connection with U.S. patent costs shall be creditable against earned royalties due Caltech; XXXXXXXXXXXXX XXXXXX of patent expenses paid by Licensee in conjunction with foreign patent costs shall be creditable against earned royalties due Caltech in the respective territory covered by the patent or patents that are foreign filed. 11.3 Payment shall be made to Caltech within thirty (30) days following receipt by Licensee from Caltech of (ai) an invoice covering such fees (including copies of invoices for legal fees describing the legal services performed in reasonable detail) and (bii) reasonably satisfactory evidence that such fees were paid. To the extent that Licensee terminates this Agreement pursuant to Paragraph 10.212.3 with respect to any patent application or patent, Licensee shall have no further liability under Paragraph 9.1 11.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech 11.4 Licensee shall have the right to apply for, prosecute and maintain during the term of this Agreement Agreement, the Licensed Patent Rights Rights. Caltech shall provide Licensee with timely disclosures regarding Improvements and other rights conferred pursuant to Paragraph 2.1 potential Improvements developed in the laboratory of this AgreementXx. Xxxxxx X. Grubbs at Caltech. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights shall be the responsibility of CaltechLicensee, provided that Licensee shall reimburse Caltech pay for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 maintenance. Caltech shall provide Licensee with all information necessary or useful for the filing and 9.2 prosecution of this Agreementsuch Licensed Patent Rights and shall cooperate fully with Licensee so that Licensee may establish and maintain such rights. Patent attorneys chosen by Caltech Licensee shall handle all patent filings and prosecutions prosecutions, on behalf of Caltech, provided, however, Licensee Caltech and Xx. Xxxxxx shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not and Xx. Xxxxxx shall provide any comments or approvals hereunder promptly. In the event Licensee declines to continue the prosecution of apply for, prosecute or maintain any of the Licensed Patent Rights, it shall so inform Licensee who Caltech shall have the right to continue pursue the same at Caltech’s expense and Licensee shall have no rights under Caltech’s interest therein. If Licensee decides not to apply for, prosecute or maintain any Licensed Patent Rights, Licensee shall give sufficient and timely notice to Caltech so as to permit Caltech to apply for, prosecute and maintain such Licensed Patent Rights. In such event, Licensee shall provide Caltech with all information necessary or useful for the filing and prosecution at its own expense. Caltech of such Licensed Patent Rights and shall cooperate fully with Licensee Caltech so that Caltech may establish and grant the necessary parties of appointment to enable Licensee to continue maintain such prosecutionrights.

PAYMENT OF PATENT COSTS. 9.1 Licensee VII.1 Starting from the Effective Date, LICENSEE shall, in connection with the preparation, filing, and prosecution, issuance issuance, and maintenance of the Licensed Patent Rights both in the United StatesStates and foreign jurisdictions: (a) VII.1.1 pay fifty percent (50%) of all attorney reasonable attorneys fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; , and (b) VII.1.2 pay fifty percent (50%) of all Patent Office domestic and foreign patent office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 VII.2 Payment shall be made to Caltech CALTECH within thirty (30) days following receipt by Licensee LICENSEE from Caltech CALTECH of (ai) an invoice covering such fees and (bii) evidence reasonably satisfactory evidence to LICENSEE that such fees were paid. To the extent that Licensee LICENSEE terminates this Agreement pursuant to Paragraph 10.29.1, Licensee LICENSEE shall have no further liability under Paragraph 9.1 7.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech shall have the right to apply for, prosecute and maintain during the term of this Agreement the Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreement. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights shall be the responsibility of Caltech, provided that Licensee shall reimburse Caltech for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreement1. Patent attorneys chosen by Caltech CALTECH and acceptable to LICENSEE shall handle all patent filings preparation, filing, prosecution, and prosecutions maintenance on behalf of Caltech, CALTECH; provided, however, Licensee that LICENSEE shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not Patent counsel shall concurrently provide CALTECH and LICENSEE with copies of all material correspondence related to continue the prosecution and maintenance of any of the patent applications and patents within the Licensed Patent Rights. In the event CALTECH declines to apply for, it shall so inform Licensee who prosecute, or maintain any Licensed Patent Rights as requested by LICENSEE, LICENSEE shall have the right to continue pursue the same in CALTECH's name and at LICENSEE's expense, and CALTECH shall give sufficient and timely notice to LICENSEE so as to permit LICENSEE to apply for, prosecute, and/or maintain such prosecution at its own expense. Caltech shall cooperate with Licensee and grant the necessary parties of appointment to enable Licensee to continue such prosecutionLicensed Patent Rights.

PAYMENT OF PATENT COSTS. 9.1 Licensee 8.1 LICENSEE shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Exclusively Licensed Patent Rights and patents claiming Improvements both in the United StatesStates and foreign jurisdictions: (a) pay fifty percent (50%) of all reasonable attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Exclusively Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Exclusively Licensed Patent Rights; , and (b) pay fifty percent (50%) of all Patent Office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 8.2 Payment shall be made to Caltech CALTECH within thirty (30) days following receipt by Licensee LICENSEE from Caltech CALTECH of (ai) an invoice covering such fees and (bii) reasonably satisfactory evidence that such fees were paid. To the extent that Licensee LICENSEE terminates this Agreement pursuant to Paragraph 10.29.2 with respect to any patent application or patent, Licensee LICENSEE shall have no further liability under Paragraph 9.1 8.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech 8.3 LICENSEE shall have the right to apply for, prosecute and maintain during the term of this Agreement the Exclusively Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreementpatent applications and patents claiming one or more Improvements. The application filings, prosecution, maintenance and payment of all fees and expenses, ; including legal fees, relating to such Exclusively Licensed Patent Rights shall be the responsibility of CaltechLICENSEE, provided that Licensee LICENSEE shall reimburse Caltech pay for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreementmaintenance. Patent attorneys chosen by Caltech LICENSEE shall handle all patent filings and prosecutions prosecutions, on behalf of CaltechCALTECH, provided, however, Licensee CALTECH shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not In the event LICENSEE declines to continue the prosecution of apply for, prosecute or maintain any of the Exclusively Licensed Patent Rights, it shall so inform Licensee who CALTECH shall have the right to continue pursue the same at CALTECH’s expense and LICENSEE shall have no rights therein. If LICENSEE decides not to apply for, prosecute or maintain any Exclusively Licensed Patent Rights and patent applications and patents claiming one or more Improvements, LICENSEE shall give sufficient and timely notice to CALTECH so as to permit CALTECH to apply for, prosecute and maintain such Exclusively Licensed Patent Rights. 8.4 LICENSEE shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Nonexclusively Licensed Patent Rights both in the United States and foreign jurisdictions: (a) pay *** of all reasonable attorney fees for services performed to obtain the issuance of the Nonexclusively Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Nonexclusively Licensed Patent Rights wherein said fees are incurred following the Second Amendment Effective Date, and (b) pay *** of all Patent Office maintenance fees incurred following the Second Amendment Effective Date. 8.5 CALTECH shall reimburse LICENSEE for all patent prosecution expenses for Nonexclusively Licensed Patents Rights paid prior to the Second Amendment Effective Date within 30 days following receipt of an invoice from LICENSEE, which invoice shall be delivered to CALTECH within 15 days following the Second Amendment Effective Date. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. 8.6 Payment shall be made to CALTECH within thirty (30) days following receipt by LICENSEE from CALTECH of (i) an invoice covering such fees and (ii) reasonably satisfactory evidence that such fees were paid. To the extent that LICENSEE terminates this Agreement pursuant to Paragraph 9.2 with respect to any patent application or patent, LICENSEE shall have no further liability under Paragraph 8.1 for fees relating to applications or patents affected by the termination. 8.7 CALTECH shall have the right to apply for, prosecute and maintain during the term of this Agreement the Nonexclusively Licensed Patent Rights and patent applications. The application filings, prosecution, maintenance and payment of all fees and expenses; including legal fees, relating to such Nonexclusively Licensed Patent Rights shall be the responsibility of CALTECH, provided that CALTECH shall pay for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance. Patent attorneys chosen by CALTECH shall handle all patent filings and prosecutions, on behalf of CALTECH, provided, however, LICENSEE shall be entitled to review, comment upon, and make recommendation, which shall not be unreasonably denied by CALTECH, on all actions undertaken in the prosecution of all patents and applications. In the event CALTECH declines to apply for, prosecute or maintain any Nonexclusively Licensed Patent Rights, LICENSEE shall have the right to pursue the same at its own expenseLICENSEE’S expense and CALTECH shall have no rights therein. Caltech If CALTECH decides not to apply for, prosecute or maintain any Nonexclusively Licensed Patent Rights and patent applications, CALTECH shall cooperate give sufficient and timely notice to LICENSEE so as to permit LICENSEE to apply for, prosecute and maintain such Nonexclusively Licensed Patent Rights. LICENSEE shall agree to negotiate in good faith with Licensee and grant the necessary parties other CALTECH licensees of appointment Nonexclusively Licensed Patent Rights, if any, to enable Licensee to continue provide nonexclusive rights under such prosecutionpatents or patent applications.

PAYMENT OF PATENT COSTS. 9.1 Licensee shall, (a) During the Exclusive Period, (i) SRI shall bear all patent prosecution costs and attorneys fees incurred by SRI in connection with the preparation, filing, and prosecution, issuance and maintenance prosecution of the Licensed Patent Rights patent applications listed in the United States:Appendix B; (ii) CORONA shall pay for patent costs relating to CORONA Improvements. (iii) SRI shall disclose to CORONA appropriate invention disclosures concerning SRI New Inventions and SRI Improvements. CORONA shall have thirty days to notify SRI if CORONA wishes to pursue and pay for all related patent expenses and fees pertaining to such SRI New Inventions and SRI Improvements. If CORONA (a) elects not to pursue and pay fifty percent for such patent expenses and fees or (50%b) fails to notify SRI of all attorney fees accrued both its intent within the required 30 day period, SRI, in its sole discretion, may elect whether or not to pursue and pay for such patent prosecution and CORONA shall have no license to SRI patent rights, exclusive or nonexclusive, under this Agreement for such SRI New Inventions and SRI Improvements for which SRI elects to apply for a patent and for which patents are eventually issued, provided however that SRI shall provide CORONA with a right of first negotiation for a separate license to such intellectual property on commercially reasonable terms, and provided however, that royalties due from CORONA to SRI under such license will be payable upon issuance of a patent to SRI retroactively for any use by CORONA of such SRI New Inventions and SRI Improvements prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance a patent. Such right of Licensed Patent Rights; andfirst negotiation shall expire if a license agreement is not consummated within ninety days following notification by SRI to CORONA of SRI's offer to negotiate a license or option. (b) pay fifty percent (50%) of all Patent Office maintenance fees. 9.2 Licensee shallAfter the Exclusive Period, in connection with the preparation, filing, prosecution, issuance and maintenance CORONA shall reimburse a pro- rated portion of the Licensed SRI patent expenses and fees incurred after the Exclusive Period. Such SRI Patent Rights costs shall be shared equally by all nonexclusive licensees in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent direct proportion to the Effective Date number of patents licensed by each party. For example if SRI has licensed five patents to CORONA and SRI has licensed three of those five to one other company, CORONA shall reimburse SRI patent expenses and fees for services performed to obtain the issuance two patents which have not been otherwise licensed in their entirety and reimburse one half of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 Costs for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 Payment remaining three patents. CORONA shall be made to Caltech reimburse SRI within thirty Thirty (30) days following receipt by Licensee from Caltech of (a) an invoice covering such invoicing unless CORONA believes the fees are incorrect, in which case CORONA shall have a right to audit SRI's records to determine the correct fees and (b) reasonably satisfactory evidence that such fees were paid. To the extent that Licensee terminates this Agreement pursuant to Paragraph 10.2, Licensee shall have no further liability under Paragraph 9.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech shall have the right to apply for, prosecute and maintain during the term of this Agreement the Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreement. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights period shall be the responsibility of Caltech, provided that Licensee shall reimburse Caltech for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreement. Patent attorneys chosen by Caltech shall handle all patent filings and prosecutions on behalf of Caltech, provided, however, Licensee shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not to continue the prosecution of any of the Licensed Patent Rights, it shall so inform Licensee who shall have the right to continue such prosecution at its own expense. Caltech shall cooperate with Licensee and grant the necessary parties of appointment to enable Licensee to continue such prosecution.extended another Thirty (30)

PAYMENT OF PATENT COSTS. 9.1 10.1 Starting two years from the Effective Date, Licensee shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Licensed Patent Rights both in the United StatesStates and foreign jurisdictions: (a) pay fifty percent (50%) of all reasonable attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; , and (b) pay fifty percent (50%) of all Patent and Trademark Office maintenance fees. 9.2 10.2 [**] percent ([**]%) of the amounts expended by Licensee shall, in connection with U.S. patent costs shall be creditable against earned royalties due Caltech; [**] percent ([**]%) of patent expenses paid by Licensee in conjunction with foreign patent costs shall be creditable against earned royalties due Caltech in the respective territory covered by the patent or patents that are foreign filed. 10.3 Starting two (2) years from the Effective Date, Licensee shall reimburse Caltech for all fees and expenses paid by Caltech related to the preparation, filing, filing and prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to were incurred from the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 Payment shall be made to Caltech within thirty (30) days following second anniversary date thereof. Following receipt by Licensee from Caltech of (ai) an invoice covering such fees (including copies of invoices for legal fees describing the legal services performed in reasonable detail) and (bii) reasonably satisfactory evidence that such fees were paid, payment shall be made by Licensee to Caltech in six (6) equal quarterly installments due within [**] days after the end of each respective calendar quarter, beginning with the calendar quarter following the quarter in which such invoice was received by Licensee. To the extent that Licensee terminates this Agreement pursuant to Paragraph 10.211.2 with respect to any patent application or patent, Licensee shall have no further liability under Paragraph 9.1 10.1 for fees relating to applications or patents affected by the termination. 9.4 10.4 Caltech shall have the right to apply for, prosecute and maintain during the term of this Agreement the Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreementpatent Rights. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights shall be the responsibility of Caltech, provided that Licensee shall reimburse Caltech for all reasonable fees and expenses, including reasonable legal fees, incurred by Caltech in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreementmaintenance. Patent attorneys chosen by Caltech and acceptable to Licensee shall handle all patent filings and prosecutions prosecutions, on behalf of Caltech, provided, however, Licensee shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If In the event Caltech elects not declines to continue the prosecution of apply for, prosecute or maintain any of the Licensed Patent RightsRights as requested by Licensee, it shall so inform Licensee who shall have the right to continue such prosecution pursue the same in Caltech’s name and at its own Licensee’s expense. If Caltech decides not to apply for, prosecute or maintain any Licensed Patent Rights, Caltech shall cooperate with give sufficient and timely notice to Licensee and grant the necessary parties of appointment so as to enable permit Licensee to continue apply for, prosecute and maintain such prosecutionLicensed Patent Rights.

PAYMENT OF PATENT COSTS. 9.1 Licensee shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Licensed Patent Rights in the United States: (a) pay fifty percent (50%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) pay fifty percent (50%) of all Patent Office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse reimburses 100% of .of all Patent Patent. Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 9.2, Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 Payment shall be made to Caltech within thirty (30) days following receipt by Licensee from Caltech of (a) an invoice covering such fees and (b) reasonably satisfactory evidence that such fees were paid. To 1o the extent that Licensee terminates this Agreement pursuant to Paragraph 10.2, Licensee shall have no further liability under Paragraph 9.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech shall have the right to apply for, prosecute and maintain during the term of this Agreement the Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreement. The application filings, prosecution, maintenance and payment of all fees and expenses, including legal fees, relating to such Licensed Patent Rights shall be the responsibility of Caltech, provided that Licensee shall reimburse Caltech for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreement. Patent attorneys chosen by Caltech shall handle all patent filings and prosecutions on behalf of Caltech, provided, however, Licensee shall be entitled to review and comment upon and approve all alt actions undertaken in the prosecution of all patents and applications. If Caltech elects not to continue the prosecution of any of the Licensed Patent Rights, it shall so inform Licensee who shall have the right to continue such prosecution at its own expense. Caltech shall cooperate with Licensee and grant the necessary parties of appointment to enable Licensee to continue such prosecution.

PAYMENT OF PATENT COSTS. 9.1 Licensee 8.1. LICENSEE shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Exclusively Licensed Patent Rights and patents claiming Improvements both in the United StatesStates and foreign jurisdictions: (a) pay fifty percent (50%) of all reasonable attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Exclusively Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Exclusively Licensed Patent Rights; , and (b) pay fifty percent (50%) of all Patent Office maintenance fees. 9.2 Licensee shall, in connection with the preparation, filing, prosecution, issuance and maintenance of the Licensed Patent Rights in foreign jurisdictions where Licensee has requested in writing that Caltech apply for, prosecute or maintain any Licensed Patent Rights: (a) pay one hundred percent (100%) of all attorney fees accrued both prior to and subsequent to the Effective Date for services performed to obtain the issuance of the Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Licensed Patent Rights; and (b) reimburse 100% of all Patent Office maintenance fees; provided that Licensee shall not be required to reimburse such amounts to the extent that Caltech has the right to seek reimbursement of such amounts from any other licensee of the Licensed Patent Rights; and further provided that for each foreign jurisdiction for which Licensee reimburses any amounts under this Paragraph 9.2 , Licensee shall receive a credit equal to the full amount of such reimbursement toward any amounts payable under Article 3 for the sale of Licensed Products or Licensed Services in that jurisdiction. 9.3 8.2. Payment shall be made to Caltech CALTECH within thirty (30) days following receipt by Licensee LICENSEE from Caltech CALTECH of (ai) an invoice covering such fees and (bii) reasonably satisfactory evidence that such fees were paid. To the extent that Licensee LICENSEE terminates this Agreement pursuant to Paragraph 10.29.2 with respect to any patent application or patent, Licensee LICENSEE shall have no further liability under Paragraph 9.1 8.1 for fees relating to applications or patents affected by the termination. 9.4 Caltech 8.3. LICENSEE shall have the right to apply for, prosecute and maintain during the term of this Agreement the Exclusively Licensed Patent Rights and other rights conferred pursuant to Paragraph 2.1 of this Agreementpatent applications and patents claiming one or more Improvements. The application filings, prosecution, maintenance and payment of all fees and expenses, ; including legal fees, relating to such Exclusively Licensed Patent Rights shall be the responsibility of CaltechLICENSEE, provided that Licensee LICENSEE shall reimburse Caltech pay for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance under Paragraphs 9.1 and 9.2 of this Agreementmaintenance. Patent attorneys chosen by Caltech LICENSEE shall handle all patent filings and prosecutions prosecutions, on behalf of CaltechCALTECH, provided, however, Licensee CALTECH shall be entitled to review and comment upon and approve all actions undertaken in the prosecution of all patents and applications. If Caltech elects not In the event LICENSEE declines to continue the prosecution of apply for, prosecute or maintain any of the Exclusively Licensed Patent Rights, it shall so inform Licensee who CALTECH shall have the right to continue pursue the same at CALTECH’s expense and LICENSEE shall have no rights therein. If LICENSEE decides not to apply for, prosecute or maintain any Exclusively Licensed Patent Rights and patent applications and patents claiming one or more Improvements, LICENSEE shall give sufficient and timely notice to CALTECH so as to permit CALTECH to apply for, prosecute and maintain such Exclusively Licensed Patent Rights. 8.4. LICENSEE shall, in connection with the preparation, filing, and prosecution, issuance and maintenance of the Nonexclusively Licensed Patent Rights both in the United States and foreign jurisdictions: (a) pay * of all reasonable attorney fees for services performed to obtain the issuance of the Nonexclusively Licensed Patent Rights, and all patent and government fees for services performed after the issuance of Nonexclusively Licensed Patent Rights wherein said fees are incurred following the Second Amendment Effective Date, and (b) pay * of all Patent Office maintenance fees incurred following the Second Amendment Effective Date. 8.5. CALTECH shall reimburse LICENSEE for all patent prosecution expenses for Nonexclusively Licensed Patents Rights paid prior to the Second Amendment Effective Date within 30 days following receipt of an invoice from LICENSEE, which invoice shall be delivered to CALTECH within 15 days following the Second Amendment Effective Date. 8.6. Payment shall be made to CALTECH within thirty (30) days following receipt by LICENSEE from CALTECH of (i) an invoice covering such fees and (ii) reasonably satisfactory evidence that such fees were paid. To the extent that LICENSEE terminates this Agreement pursuant to Paragraph 9.2 with respect to any patent application or patent, LICENSEE shall have no further liability under Paragraph 8.1 for fees relating to applications or patents affected by the termination. 8.7. CALTECH shall have the right to apply for, prosecute and maintain during the term of this Agreement the Nonexclusively Licensed Patent Rights and patent applications. The application filings, prosecution, maintenance and payment of all fees and expenses; including legal fees, relating to such Nonexclusively Licensed Patent Rights shall be the responsibility of CALTECH, provided that CALTECH shall pay for all reasonable fees and expenses, including reasonable legal fees, incurred in such application filings, prosecution and maintenance. Patent attorneys chosen by CALTECH shall handle all patent filings and prosecutions, on behalf of CALTECH, provided, however, LICENSEE shall be entitled to review, comment upon, and make recommendation, which shall not be unreasonably denied by CALTECH, on all actions undertaken in the prosecution of all patents and applications. In the event CALTECH declines to apply for, prosecute or maintain any Nonexclusively Licensed Patent Rights, LICENSEE shall have the right to pursue the same at its own expenseLICENSEE’s expense and CALTECH shall have no rights therein. Caltech If CALTECH decides not to apply for, prosecute or maintain any Nonexclusively Licensed Patent Rights and patent applications, CALTECH shall cooperate give sufficient and timely notice to LICENSEE so as to permit LICENSEE to apply for, prosecute and maintain such Nonexclusively Licensed Patent Rights. LICENSEE shall agree to negotiate in good faith with Licensee and grant the necessary parties other CALTECH licensees of appointment Nonexclusively Licensed Patent Rights, if any, to enable Licensee to continue provide nonexclusive rights under such prosecutionpatents or patent applications.